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 | 2001 |
Assembly Agreement
Assembly Agreement (36K)
Doc #365249: Click preview link for longer preview.
ASSEMBLY AGREEMENT
DRAWN UP AND SIGNED IN MAGSHIMIM ON OCTOBER 4 1999
BETWEEN: NUR MACROPRINTERS LTD.
of5 David Navon Street,
MAGSHIMIM
(Hereinafter: "NUR")
OF THE ONE PART;
AND BETWEEN: NUR ENGINEERING (COMPANY UNDER FORMATION)
of 8-10 Hamelacha Street, Sybel Park
ROSH HAAYIN
Through Erez Shachar and Gara Eiron
(Hereinafter: "THE CONTRACTOR")
OF THE SECOND PART;
WHEREAS: NUR is engaged, among other things, in the development,
production marketing and sales of digital printing systems
intended for wide format color printing, and makes use of various
ink-jet technologies (hereinafter: "NUR PRINTERS"), including the
development, production marketing and sales of the printers known
as Blueboard (hereinafter: "THE B.B Printers"), and the printers
known as Fresco (hereinafter: "THE FRESCO PRINTERS") and a
machine for laminating wide formats known as NUR Fleet/Tego
(hereinafter: "THE LAMINATING MACHINE");
AND WHEREAS: NUR is interested, to give to an external party, who will act as
an independent contractor, the assembly of the B.B. printers,
the Fresco printers and the laminating machine, and should
this be agreed on the the future, also other NUR machines, and
all this in accordance with the terms detailed in this
Agreement (hereinafter: "THE WORK").
AND WHEREAS: The Contractor is interested to execute the work for NUR and NUR
agrees to give the Contractor execution of the work, and all
this in accordance with the terms detailed in this Agreement;
AND WHEREAS: The parties wish to base their agreements in writing with regard
to executing the work;
THEREFORE, IT IS AGREED AND CONDITIONED BETWEEN THE PARTIES AS FOLLOWS:
{PAGE}
1. PREAMBLE AND INTERPRETATION
1.1 The Appendices and preamble to this Agreement are an integral part thereof,
1.2 The headings to the clauses in this Agreement are for guidance only and
should not be used to interpret the Agreement.
2. THE CONTRACTOR'S PRESENTATIONS
The Contractor hereby declares, confirms and undertakes as follows:
2.1 That it has the know-how and ability required in order to execute the work
in accordance with the conditions detailed in this Agreement.
2.2 That the NUR printers and all the rights, existing and future, in the NUR
printers, in the future development of NUR printers and in the know-how
included in the NUR printers, including the rights for all intellectual
property included in the NUR printers, in the commercial secrets and the
production file as defined below, belong to NUR, that the detail of the
rights granted to it specifically in this Agreement has not and will not
have any claim, demand or contention regarding the ownership of the NUR
printers and rights in the NUR printers and that it waives such claims,
demands or contentions.
2.3 That all the know-how connected with the NUR printers is the property of
NUR and that it does not have and will not have any claim, demand or
contention for such know-how rights and that it will transfer to NUR at
NUR's demand. For the purpose of this agreement, "KNOW-HOW": all know-how
or information given to the Contractor or to anyone on its behalf by NUR
and/or by others on the behalf of NUR and/or all know-how or information
that will be accumulated by the Contractor during and in connection with
execution of the work, including the production files, plans, drawings,
illustrations, specifications, engineering plans, computer programs, work
and production methods, copyrights and patents, list of suppliers, business
plans, price lists, etc., and all this whether written or verbal, whether
on a computer, whether a source or a copy and whether in any other way.
2.4 As long as this Agreement will be in effect and after the end of the
validity of this agreement, the Contractor will assist NUR to the best of
its ability, including signing the required papers, in order to register
patents discovered during and in connection with the work in the name of
NUR, and in consideration will be entitled to a refund of expenses relating
to this assistance.
2.5 It is hereby agreed that the declarations and undertakings with the
Contractor pursuant to clauses 2.2 and 2.3 above, will remain valid in
every case of the termination of the validity of this Agreement, including
due to its cancellation.
3. PRODUCTION FILE
3.1 The Contractor confirms that together with its signature on this agreement
it received the production files of the B.B. printers, the Fresco printers
and of the laminating machine, hereinafter: "THE EXISTING PRODUCTION
FILES").
365249
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NUR Macroprinter
As referenced in this Assembly Agreement:
NUR MACROPRINTERS LTD – 10.15
{SEQUENCE}4
{FILENAME}a2047413zex-10_15.txt
{DESCRIPTION}EXHIBIT 10.15
{TEXT}
{PAGE}
EXHIBIT 10.15
ASSEMBLY AGREEMENT
DRAWN UP AND SIGNED IN MAGSHIMIM ON OCTOBER 4 1999
BETWEEN: NUR MACROPRINTERS LTD .
of5 David Navon Street,
MAGSHIMIM
(Hereinafter: "NUR")
OF THE ONE PART;
AND BETWEEN: NUR ENGINEERING (COMPANY UNDER FORMATION)
of 8-10 Hamelacha Street, Sybel Park
ROSH HAAYIN
Through Erez
_____________
NUR Macroprinters Ltd – the provisions of this agreement
will be effected only by in a written document which will be signed by each
of the parties.
IN WITNESS WHEREOF THE PARTIES HEREBY SIGN
(-) (-)
--------------------- ----------------------------------------
NUR Macroprinters Ltd . NUR Engineering(Company under formation)
12
{/TEXT}
{/DOCUMENT}
_____________
dt 1317953
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Preview
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| 2008 | |
NUR Macroprinter
As referenced in this Asset Purchase Agreement:
Nur Macroprinters Ltd – 6-K
Exhibit 3
ASSET PURCHASE AGREEMENT
By and Among
Nur Macroprinters Ltd .
And
Hewlett-Packard Company
Dated as of December 9, 2007
TABLE OF CONTENTS
Page
ARTICLE 1. ASSETS AND LIABILITIES
1
1.1 PURCHASE AND SALE OF ACQUIRED ASSETS
1
_____________
Nur Macroprinters Ltd – Subsidiaries
Schedule 10.1(dddd)
Indebtedness Exclusion
iv
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT dated as of December 9, 2007 by and among (i) Hewlett-Packard Company (the ?Buyer?), and Nur Macroprinters Ltd ., a public company organized under the laws of the State of Israel (the ?Company?).
W I T N E S S E T H :
WHEREAS, the Company and the
_____________
Nur Macroprinters Ltd – amp; Leshem Brandwein
16 Abba Hillel Silver Road
Ramat-Gan 52506
Israel
Attention: Clifford M. J. Felig
Telecopy: 972-3-610-3111
If to the Company or a Selling Subsidiary:
Nur Macroprinters Ltd .
c/o: Fortissimo Capital Fund GP
14 Hamelacha Street
Rosh Haayin, 48091
Israel
Attention: Yuval Cohen
Fax: 972-3-915-7411
with a copy to (which shall not constitute
_____________
Nur Macroprinters Ltd – next Business Day.
[Remainder of Page Intentionally Left Blank]
76
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.
Nur Macroprinters Ltd .
By:
??????????????
Name:
Title:
Hewlett-Packard Company
By:
??????????????
Name:
Title:
? Signature Page to Asset Purchase Agreement ?
77
_____________
dt 1872188
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Full Doc
| 2002 |
Employee Share Option Plan Agreement
Employee Share Option Plan Agreement (19K)
Doc #365243: Click preview link for longer preview.
Nur Macroprinters Ltd.
Employee Share Option Plan Agreement
("Option Award")
Nur Macroprinters Ltd. ("Nur"), a company incorporated and existing
under the laws of the State of Israel, hereby grants as of the __ day of ______,
2000 to the grantees listed in Appendix A attached hereto (the "Grantee"), an
option (the "Option(s)") to purchase a maximum _________________ (______) of
Ordinary Shares (nominal value New Israeli Shekels 1.0 each) of Nur (the
"Shares"), at an Exercise Price of [________] U.S. Dollars ($__) per Share,
(which Exercise Price is not less than the "fair market value" (as described in
code Section 422(b)(4)) of the Shares on the grant date (110% of such fair
market value in the case of an individual who owns more than 10% of the combined
voting power of all classes of stock in Nur or a parent corporation or
subsidiary corporation (a "10% Stockholder"))), on the following terms and
conditions:
1. Grant Under the 1997 Stock Option Plan. These Options are granted
pursuant to the 1997 Employee Stock Option Plan, as amended (the "Plan"), which
has been initially adopted by Nur on October 15, 1997, for the purpose of
providing incentives to officers, directors, employees and consultants of Nur
and its Affiliates. The plan is attached hereto as Appendix B. Unless the
context otherwise requires, terms used herein shall have the same meaning as in
the Plan. Determinations made in connection with this Option Award pursuant to
the Plan shall be governed by the terms of the Plan as it exists on this date.
The Options subject to this Option Award are intended to be "incentive stock
option" as described in Section 422 of the Internal Revenue Code of 1986 (the
"Code") ("ISOs"). To the extent some or all of the Options subject to this
Option Award exceed the $100,000 rule of Code Section 422(d), this Option Award
or the lesser excess part will be treated as a nonqualified stock option under
the United States tax law.
2. Other Options. The Options granted hereunder are in addition to any
other options heretofore or hereafter given to the Grantee by Nur, but a
duplicate original of this instrument shall not effect the grant of additional
such Options.
3. Exercise of Options.
3.1 Options granted hereunder shall be exercisable pursuant to
the vesting schedule set forth in Section 3.2 below, provided that no Option
shall be exercisable after the expiration of ten (10) years from the date
hereof, or five (5) years in the case of a Grantee who is a 10% Stockholder.
3.2 Subject to Section 4, the schedule pursuant to which such
Options shall vest, and the Grantee shall be entitled to pay for, and acquire,
the Shares, shall be as follows: the Options granted hereunder shall vest over a
four (4) year period from the date hereof so that one third (1/3) of the Options
granted hereunder shall vest upon the second anniversary of this Agreement, and
additional portions of one third (1/3) of the Options granted hereunder shall
vest on each subsequent anniversary of the date hereof, so that upon the expiry
of four (4) years from the date hereof, all the Options granted hereunder shall
be vested. Vesting of Options granted hereunder would continue only during
periods when the employer-employee or other
365243
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NUR Macroprinter
As referenced in this Employee Share Option Plan Agreement:
Nur Macroprinters Ltd – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}7
{FILENAME}ex99-d5.txt
{DESCRIPTION}EXHIBIT 99(D)(5)
{TEXT}
{PAGE}
Exhibit (d)(5)
Nur Macroprinters Ltd .
Employee Share Option Plan Agreement
("Option Award")
Nur Macroprinters Ltd. ("Nur"), a company incorporated and existing
under the laws of the State of Israel, hereby grants as of the
_____________
Nur Macroprinters Ltd – DOCUMENT}
{TYPE}EX-99
{SEQUENCE}7
{FILENAME}ex99-d5.txt
{DESCRIPTION}EXHIBIT 99(D)(5)
{TEXT}
{PAGE}
Exhibit (d)(5)
Nur Macroprinters Ltd.
Employee Share Option Plan Agreement
("Option Award")
Nur Macroprinters Ltd . ("Nur"), a company incorporated and existing
under the laws of the State of Israel, hereby grants as of the __ day of ______,
2000 to the grantees listed in
_____________
Nur
Macroprinters Ltd – may not be sold, transferred or assigned in
the absence of an effective registration statement for these Shares
under the United States Securities Act of 1933, or an opinion of Nur
Macroprinters Ltd 's counsel, that registration is not required under
the said Act."
8. Method of Exercising Options. Subject to the terms and conditions of
this Agreement, the Options granted hereunder
_____________
Nur Macroprinters Ltd – instrument to be executed, and
the Grantee whose signature appears below acknowledges receipt of a copy of the
Plan and acceptance of an original copy of this Agreement from Nur.
Nur Macroprinters Ltd . ________________
Grantee
By: ______________
{PAGE}
6
Appendix A
Terms of the Option
{TABLE}
{S} {C}
1. Name of the Optionee:
_________________________________________________
2. Number of Options granted:
_________________________________________________
3. Expiration
_____________
dt 1317948
| |
Preview
Full Doc
| 2001 |
Founders Agreement
Founders Agreement (41K)
Doc #365248: Click preview link for longer preview.
THE FOUNDERS AGREEMENT
DRAWN UP AND SIGNED IN MAGSHIMIM ON SEPTEMBER 30 1999
BETWEEN: NUR MACROPRINTERS LTD.
Public Company 52-003986-8
5 David Navon Street, Magshimim
(Hereinafter: "NUR")
OF THE ONE PART;
AND BETWEEN: 1. GERA EIRON
I.D. number 050722719
50 HASEIFAN STREET, TEL-MOND
(Hereinafter: "EIRON")
2. OGEN DIALOGIX LTD.
Private Company 51-283374-0
50 HASEIFAN STREET, TEL-MOND
(Hereinafter: "OGEN")
(Eiron and Ogen jointly and severely, hereinafter: "GERA")
OF THE SECOND PART;
WHEREAS: NUR is engaged, among other things in the production marketing
and sales on its own and/or through others of wide format digital
printers (hereinafter: the "PRINTERS");
AND WHEREAS: Eiron has the know-how and experience in the field of assembling
printers;
AND WHEREAS: The parties wish to act in cooperation in the field of assembling
the printers that NUR developed, and which are known as BlueBoard
and Fresco, in executing development works for NUR, and subject
to a future agreement, as mentioned in clause 5.3 below, the
assembly of additional printers for NUR (hereinafter: the "JOINT
ACTIVITIES"), all as detailed in this agreement;
AND WHEREAS: The parties wish to establish a company, which will be jointly
owned in equal shares, by NUR and Ogen whose joint activities
will be carried out through it (hereinafter: the "COMPANY")
and for which Ogen through Eiron will provide management
services to the company, as its general manager in a full time
position;
AND WHEREAS: The parties wish to arrange and base the terms of the engagement
between them regarding the joint operations in the Company in
writing and all as detailed in this agreement;
{PAGE}
THEREFORE, IT IS AGREED, DECLARED AND CONDITIONED BETWEEN THE PARTIES AS
FOLLOWS:
1. PREAMBLE AND INTERPRETATION
1.1 The Appendices and the preamble to this agreement are an integral part
thereof,
1.2 The headings to the clauses in this agreement are for convenience and
guidance only and should not be used to interpret the agreement.
2. THE AGREEMENT
2.1 In effect as from October 1, 1999 (hereinafter: the "DETERMINING DATE") the
parties will start acting in cooperation in the field of the joint
activities including setting up the Company and operating it and all as
detailed in this agreement.
2.2 This agreement comes into force from the date of its signing.
3. ESTABLISHING THE COMPANY
3.1 Immediately after signing this agreement the parties will act to establish
the Company, which will be registered as a private company limited by
shares, and will function as the sole framework for operation of the
parties in the field of their joint activities. The Company's Articles are
attached hereto as APPENDIX A to this agreement (hereinafter: the
"COMPANY'S ARTICLES").
3.2 The name of the Company will be "NUR Engineering Ltd." or a name similar to
that, as approved by the Registrar of Companies. Apart from mentioning the
name, the Company will not be entitled to use in a written document any
other use of the name NUR and/or any trademark of NUR unless it receives
the prior written agreement of NUR for this.
3.3 After establishing the Company it will adopt the provisions of this
agreement and the provisions of the Assembly Agreement, the Development
Agreement, the ITS Agreement and the Management Services Agreement as
defined below. The parties will act in order to take all the decisions
required by the competent organs of the Company in order for it to adopt
the provisions of the said agreements.
4. THE COMPANY'S CAPITAL
4.1 The Company's registered capital will be NIS 37,000 divided into 37,000
ordinary registered shares of NIS 1 par value each (hereinafter: the
"SHARES"). The rights attached to the shares will be as detailed in the
Company's Articles.
4.2 At the time of registration, each of the parties, NUR and Ogen will be
allotted 100 shares of the Company in cash, in consideration for the par
value of these shares.
365248
|
NUR Macroprinter
As referenced in this Founders Agreement:
NUR MACROPRINTERS LTD – 14
{SEQUENCE}3
{FILENAME}a2047413zex-10_14.txt
{DESCRIPTION}EXHIBIT 10.14
{TEXT}
{PAGE}
EXHIBIT 10.14
THE FOUNDERS AGREEMENT
DRAWN UP AND SIGNED IN MAGSHIMIM ON SEPTEMBER 30 1999
BETWEEN: NUR MACROPRINTERS LTD .
Public Company 52-003986-8
5 David Navon Street, Magshimim
(Hereinafter: "NUR")
OF THE ONE PART;
AND BETWEEN: 1. GERA EIRON
I.D. number 050722719
50 HASEIFAN STREET, TEL-
_____________
NUR MACROPRINTERS LTD – dispatch.
18.5 The addresses of the parties for the purpose of this agreement are as
detailed in the preamble to this agreement.
IN WITNESS WHEREOF THE PARTIES HEREBY SIGN:
(-) (-)
------------------------ -------------------
NUR MACROPRINTERS LTD . OGEN DIALOGI X LTD.
-----------------------
GERA EIRON
{/TEXT}
{/DOCUMENT}
_____________
dt 1317952
| |
Preview
Full Doc
| 2002 |
Lease Agreement
Lease Agreement (55K)
Doc #365237: Click preview link for longer preview.
LEASE AGREEMENT
THIS LEASE AGREEMENT (as hereinafter defined, this "Lease") is made
effective as of the lst day of July, 2001 (the "Effective Date"), by and between
RAM Global, Ltd., Texas limited partnership (as hereinafter defined,
"Landlord"), and Salsa Digital Printers, Ltd., a Delaware corporation (as
hereinafter defined, "Tenant").
W I T N E S S E T H:
1. Definitions. When used in this Lease and not otherwise defined, the
following capitalized terms shall have the respective meanings as follows:
"ADA" shall have the meaning set forth in Paragraph 16 of this Lease.
"Affiliate" shall mean, with respect to any person, any other person
controlling, controlled by, or under common control with such person.
"Base Rent" shall have the meaning set forth in Paragraph 5 of this
Lease.
"Buildings" shall mean the buildings located on the real property
described in Exhibit "A" and containing the interior portions of the Premises,
it being acknowledged by the parties that Landlord or others claiming through
Landlord may use the remaining portions of the Buildings.
"Environmental Health and Safety Laws" shall mean the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, the Resource
Conservation and Recovery Act of 1976, the Clean Air Act, the Federal Water
Pollution Control Act, the Hazardous Materials Transportation Act, the Safe
Drinking Water Act, the Toxic Substances Control Act, the Medical Waste Tracking
Act, the Occupational Safety and Health Act of 1970, as amended, together with
all other laws (including rules, regulations, codes, injunctions, judgments,
orders, decrees, and rulings thereunder) of federal, state, local, and foreign
governments (and all agencies thereof) concerning pollution or protection of the
environment, public health and safety, or employee health and safety
(specifically including the Occupational Safety and Health Administration), all
as the same now exist or hereafter may be amended.
"Hazardous Materials" shall mean any waste or other substance that is
listed, defined, designated, or classified as, or otherwise determined to be,
hazardous, radioactive, or toxic or a pollutant or a contaminant under or
pursuant to any of the Environmental, Health, and Safety Laws, including but not
limited to any admixture or solution thereof, and specifically including but not
limited to waste oil, petroleum and all derivatives thereof or synthetic
substitutes therefor and friable asbestos
1
{PAGE}
"Landlord" shall mean RAM Global, Ltd., a Texas limited partnership,
together with its successors and permitted assigns.
"Lease" shall mean this Lease Agreement and all written amendments
hereto that hereafter shall be executed and delivered by Landlord and Tenant.
"Premises" shall mean the real property to be leased by Tenant from
Landlord under this Lease, consisting of certain portions of the real property
and improvements located at 4671 Highway 90 West, San Antonio, Texas and more
particularly described in Exhibit "A" hereto, including, without limitation, (a)
approximately 67,183 square feet of manufacturing, warehouse and office space
located within the Buildings and (b) the right to use the exterior portions of
the real property described in Exhibit "A" hereto, including a Proportionate
Share of the parking spaces. The portions of the Buildings to be occupied by
Tenant are described in the drawing of the Buildings attached hereto as Exhibit
"B-l" and Exhibit "B-2".
"Proportionate Share" shall mean, with respect to either Landlord or
Tenant, a share based upon the size of that portion of the Buildings allocated
to such party, it being agreed that:
(a) the Proportionate Share of Tenant shall be that fraction of
the whole of which (1) the numerator is the number of square feet located in the
Buildings and leased by Tenant under this Lease which is 67,183 square feet and
(2) the denominator is the total number of square feet in the Buildings which is
_______________sq. feet and
(b) the share of Landlord shall be the entire balance of the
whole.
"Tenant" shall mean Salsa Digital Printers, Ltd. a Delaware
corporation, the lessee of the Premises under this Lease, and if this Lease
shall be validly assigned, then "Tenant" shall include the Tenant's assignees to
the particular portions of the Premises covered by such assignment.
2. Leasing of Premises. Landlord, for and in consideration of the rents,
covenants, agreements, and stipulations hereinafter mentioned, reserved and
contained, to be paid, kept and performed by Tenant, has leased and rented, and
by these presents does lease and rent, unto said Tenant, and said Tenant hereby
agrees to lease and take upon the terms and conditions which hereinafter appear,
the Premises. Landlord covenants that Tenant, provided it performs all of its
obligations under this Lease, will peaceably and quietly enjoy the Premises
during the Lease term without any disturbance from Landlord, anyone claiming by,
through or under Landlord, or any other party, except as otherwise specifically
provided in this Lease.
3. Term. The term of this Lease shall begin as of July 1, 2001 and shall
continue for sixty (60) consecutive months, terminating on June 30, 2006.
2
{PAGE}
4. Parking. Landlord agrees the Tenant shall have equal access to all
parking spaces and that all parking spaces shall be unreserved in the portions
of the real property described in Exhibit "A".
5. Rental. For the term of the Lease, Tenant will pay a monthly rental
based on an annual rental of THREE-HUNDRED SIXTY-SEVEN THOUSAND TWO HUNDRED
NINETY-NINE AND 60/100 Dollars ($367,299.60) (the "Base Rent"), making monthly
rental due and payable in the amount of THIRTY-THOUSAND SIX HUNDRED EIGHT AND
30/100 Dollars ($30,608.30). The first payment of such annual rental is to be
made on the 1st day of July, 2001. The parties acknowledge that the Base Rent is
based on an agreed rental amount of five dollars and forty-seven cents ($5.47)
per square foot and a gross square footage of the interior portions of the
Premises of 67,183 square feet. If the actual square footage of the Premises is
more than or less than as set forth above, the annual rental (and monthly
payments) shall be adjusted proportionately.
The monthly rental for each month of this Lease will be due and payable in
advance on the first day of each and every calendar month of this Lease.
6. Utility Bills.
(a) For any utilities that are separately metered, Tenant will pay all
utility bills of all types, including, but not limited to, water and sewer,
natural gas, electricity and sanitary pick up bills for the Premises, or used by
Tenant in connection therewith. If Tenant does not pay same, Landlord may pay
the same, and such payment will be added to the next due monthly installment of
rental of the Premises.
(b) For any utilities that are not separately metered, Tenant will pay
to Landlord Tenant's Proportionate Share of utility costs no later than the date
such utility costs are due and payable to the utility provider. If Landlord does
not then pay same, Tenant may pay such utility costs, and Tenant's rent will be
abated by such amount so paid by Tenant.
7. Ad Valorem Taxes.
(a) Tenant shall pay as additional rent its Proportionate Share of any
and all ad valorem real estate taxes assessed and levied against the real
property described in Exhibit "A" to this Lease and the improvements thereto
with respect to the period covered by the term of this Lease. Tenant's
proportionate share shall be payable to Landlord no later than the date such
taxes may be paid without penalty or interest.
3
{PAGE}
(b) Tenant shall pay its fair share of any special assessment imposed
upon the Property, it being agreed that Tenant's fair share shall be based on
both (1) Tenant's Proportionate Share of the Buildings, and (2) the ratio of the
then remaining term of this Lease to the useful life of the improvement to which
the special assessment pertains. Tenant's fair share shall be payable to
Landlord no later than the date such taxes may be paid without penalty or
interest.
(c) Tenant will pay timely any and all ad valorem taxes assessed
against the personal property of Tenant located on the Premises, during the
entire term thereof.
(d) Tenant shall have the right, at Tenant's sole expense, to appeal
any and all taxes applicable to the Premises and Landlord agrees that Landlord
will cooperate with Tenant reasonably and sign all documents reasonably required
in connection with any such appeal. Provided that an appeal or protest of a tax
assessment will operate to suspend the collection of assessed taxes and the
enforcement of the lien for the assessed tax, Tenant may delay payment of any
portion of such taxes which are the subject of an appeal or protest until the
resolution of such appeal or protest, in which event Tenant shall be solely
responsible for the payment of any penalties, interest, or additional taxes
which result from such delay. Notwithstanding the foregoing, Tenant shall not
permit the filing of a tax lien against the Premises.
8. Insurance.
(a) Landlord will carry "All Risk" Insurance Coverage on the demised
Premises in an amount not less than the full insurable value. The term "full
insurable value" will mean the actual replacement cost, excluding foundation and
excavation costs, as reasonably determined by Landlord. Such policies will name
Tenant as a named additional insured. Tenant will reimburse Landlord for
Tenant's Proportionate Share of the "All Risk" Insurance Coverage no later than
the date the premium on the coverage is due and payable to the insurance
carrier. If Landlord fails in its obligations to obtain or maintain said
insurance, Tenant may, at its option, either (1) make the requisite payments for
Landlord's insurance and have its rent abated by said amount, or (2) obtain its
own insurance, for which Landlord will be liable to Tenant for Landlord's
Proportionate Share of the costs thereof.
(b) Tenant will carry at Tenant's own expense insurance coverage on
all equipment, fixtures and appliances. Landlord acknowledges that consistent
with the practices of Tenant's ultimate parent entity, certain perils that
are insured by many businesses are self-insured by Tenant up to the parent
entity's prescribed excess insurance attachment point.
4
{PAGE}
(c) Landlord and Tenant waive all rights to recover against each other
or against any other Tenant or occupant of the Buildings, or against the
officers, directors, shareholders, partners, joint venturers, employees, agents,
customers, invitees, or business visitors of each other or of any other Tenant
or occupant of the Buildings, for any loss or damage arising from any cause
covered by any insurance required to be carried by each of them pursuant to this
Paragraph or any other insurance actually carried by each of them. Landlord and
Tenant will cause their respective insurers to issue appropriate waiver of
subrogation rights endorsements to all policies of insurance carried in
connection with the Buildings or the Premises or the contents of either of them
to the extent such waivers are available.
9. Maintenance and Repairs by Tenant. Landlord warrants as of the Effective
Date that the Premises are structurally sound. Except as set forth in Paragraph
10, Tenant will, at its own expense, keep and maintain the interior of the
Premises, including all systems pertaining to electrical, lighting, and HVAC;
provided, however, if the HVAC system serves both Landlord and Tenant, Landlord
shall be responsible for its maintenance and repair, and Tenant shall reimburse
Landlord for Tenant's Proportionate Share of the costs of said repair no later
than the date the cost of the maintenance and repairs is due and payable by
Landlord (but in any event not earlier than fifteen days after notice from
Landlord). It is the intent of the parties that Tenant will only be required to
make repairs or replacements which are not structural in nature.
10. Repairs by Landlord. Landlord agrees to maintain and keep in good
repair the roof, exterior walls, structural supports (including foundations),
exterior doors of any and all buildings located on the Premises, and all water
or sewer pipes located underground or in the slab, sidewalks, parking lots,
driveways and other vehicular access and maneuvering areas and all common or
public areas in the Buildings or at the Premises. Landlord will also be
responsible for any repairs or replacements which are structural in nature,
which are extraordinary or capital in nature, which will increase the value of
the Premises subsequent to the end of the then term, and any other repairs not
expressly delegated to Tenant in this Lease. Landlord will also promptly clean
up and dispose of any Hazardous Materials found on, in or under any portion of
the Premises, remediate the Premises to comply with any and all environmental
laws applicable thereto, and pay for all clean up and disposal costs at no cost
to Tenant, unless directly caused by Tenant, its employees, agents or
contractors.
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11. Heat, Ventilation and Air-Conditioning. Landlord, at its expense, shall
furnish heat, ventilation and air-conditioning to the Premises as may be
reasonably required as Landlord shall determine in its reasonable judgment
(except as otherwise provided in the Lease and except for any special
requirements of Tenant arising from its particular use of the Premises) during
Business Hours of Business Days. "Business Hours" shall mean 8:00 a.m. to 6:00
p.m. "Business Days" shall mean all weekdays, and Saturday from 8:00 a.m. to
2:00 p.m., except days observed by the Federal or the state government as legal
holidays.
12. Access. Tenant shall have access to the Premises twenty-four hours a
day, seven days a week.
13. Destruction of or Damage to the Premises. If the Premises are totally
destroyed by storm, fire, lightning, earthquake or other casualty, this Lease
will terminate as of the date of such destruction, and rental will be accounted
for as between Landlord and Tenant as of that date. If the Premises are damaged
but not wholly destroyed by any of such casualties, rental will abate in such
proportion as use of the Premises has been destroyed, and Landlord will restore
the Premises to substantially the same condition as before the damage as
speedily as practicable, whereupon full rental will recommence; however, if the
damage will be so extensive the same cannot be reasonably repaired and restored
within sixty (60) days from the date of the casualty, then either Landlord or
Tenant may cancel this Lease by giving written notice to the other party within
thirty (30) days from, the date of such casualty. In such event, rental will be
apportioned and paid up to the date of such casualty.
14. Modifications and Alterations to the Premises. No modifications,
alterations, or improvements to the Buildings or openings cut through the roof
are allowed without the prior written consent of Landlord, which consent will
not be unreasonably withheld or delayed.
15. Removal of Fixtures. Tenant may (if not in default hereunder) prior to
the expiration of this Lease, or any renewal or extension thereof, remove all
personal property, fixtures and equipment which Tenant has placed in the
Premises, provided that during such removal Tenant will make all reasonable
repairs necessary to return the Premises to its original condition, reasonable
wear and tear excepted.
16. Return of the Premises. Tenant agrees to return the Premises to
Landlord at the expiration or prior termination of this Lease in same condition
and repair, reasonable wear and tear, damage by storm, fire, lightning,
earthquake or other casualty alone excepted.
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17. Condemnation.
(a) If the whole of the Premises, or such portion thereof as will make
the Premises unusable for the purpose herein leased, shall be condemned by any
legally constituted authority for any public use or purpose or if Landlord shall
sell the Premises under threat of condemnation, then in either such case the
term of this Lease will end at the time when possession thereof is taken by
public authorities, and rental will be accounted for as between Landlord and
Tenant as of that date. Such termination, however, will be without prejudice to
the rights of Landlord to recover compensation and damage caused by condemnation
from the condemnor or the rights of Tenant to recover from the condemnor
compensation for its costs of relocation (including for any business
disadvantage or increased rent resulting from such relocation) and for the
unamortized value of leasehold improvements made by Tenant. It is further
understood and agreed that neither Tenant nor Landlord will have any rights in
any award made to the other by any condemning authority.
(b) If there is a partial taking of the Premises by condemnation and
if it is not so extensive as to render the remaining portion (after
restorations) unsuitable for the business of Tenant, then this Lease will
continue in effect and Landlord, upon receipt of the award in condemnation, will
expeditiously commence and complete all necessary repairs and restorations to
the Premises so as to constitute the portion of the Buildings not taken a
complete architectural unit and restore the Premises as nearly as practicable to
its prior condition; provided, however, that such work does not exceed the scope
of the original construction, and Landlord will not be under any duty to expend
amounts in excess of the award received by Landlord. Rent, taxes and other
charges payable by Tenant will equitably abate while Landlord's repairs and
restorations are in process. If a partial taking consists only of a street
widening or utility easement which, at Tenant's reasonable judgment, is
determined not to materially affect Tenant's use of the Premises, this Lease
will continue in full force and effect without abatement of rent, taxes or other
charges.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
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18. Governmental Orders. Tenant agrees, at its own expense and solely in
relation to those portions of the Premises which Tenant is required to maintain
or repair under Paragraph 9, to promptly comply with all requirements of any
legally constituted public authority made necessary by reason of Tenant's
specific manner of use of said Premises. Notwithstanding the foregoing, the
Tenant will not be liable for: (a) repairs, alterations, replacements or
retrofitting required by the accessibility or path of travel requirements set
forth in Title III of the Americans With Disabilities Act of 1990, 42 USC
'SS' 12101, et seq. and regulations and guidelines promulgated thereunder, as
amended from time to time (collectively referred to as "ADA"); (b) repairs,
alterations or replacements required to comply with federal, state or local
indoor air quality laws, rules or regulations (separate and apart from any such
laws, rules or regulations that are specific to Tenant's industry); or (c)
repairs, alterations or replacements described in Paragraph 10. Landlord agrees
to promptly comply with any other governmental or regulatory requirements if not
made necessary by reason of Tenant's occupancy of the Premises or relating to
those portions of the Premises which Landlord is required to maintain or repair
under Paragraph 10.
19. Assignment. Tenant may assign this Lease or sublet all or part of the
Premises to (a) any Affiliate of Tenant, and (b) any entity that is not an
Affiliate of Tenant that succeeds to the entire business of Tenant through
purchase, merger, consolidation or reorganization. Any other subletting of all
or any portion of the Premises or assignment in whole or in part of this
Lease shall be prohibited without the prior written consent of Landlord, which
shall not be withheld or delayed unreasonably. Subtenants or assignees will
become liable directly to Landlord for all obligations of Tenant hereunder,
without relieving Tenant's liability.
20. Mortgagee's Rights. Tenant's rights will be subject to any bona fide
mortgage or deed to secure debt which is now, or may hereafter be, placed upon
the Premises by Landlord, and Tenant agrees, at Landlord's cost, to execute and
deliver such documentation as may be reasonably required by any such mortgagee
to effect any subordination. Provided, however, as a condition to such
subordination, Landlord must secure from each mortgagee a nondisturbance
agreement acceptable to Tenant providing that in the event of a foreclosure the
mortgagee will recognize the validity of this Lease and, provided that Tenant
is not in default, will not disturb Tenant's possession or its rights under this
Lease. Landlord and Tenant specifically approve the form of Subordination,
Nondisturbance and Attornment Agreement attached hereto as Exhibit "C".
8
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21. Use of the Premises. The Tenant may use the Premises for the
manufacturing and sale of digital printers and ink or the manufacture and sale
of other related products, warehousing, training, storage, demonstration and
related office purposes, and for engaging in the digital printer and ink and
related products businesses. The Premises will not be used for any illegal
purposes, nor in any manner to create any nuisance or trespass; nor in any
manner to vitiate the insurance, based on the above purposes for which the
Premises are leased.
22. Signs. Tenant will have the right to erect at Tenant's sole expense
signage at the entrance to and upon the Premises, including but not limited to a
customary trade sign identifying the business of Tenant. The erection of signage
by Tenant will be subject to and in conformity with all applicable laws, zoning
ordinances and building restrictions or covenants of record. On or before
termination of this Lease, Tenant will remove the signage thus erected, and will
repair any damage or disfigurement, caused by such removal. All signage proposed
by Tenant shall be subject to Landlord's review and approval, which approval
shall not be unreasonably withheld, conditioned or delayed.
Tenant shall have the exclusive right to use the two (2) faces of the
billboard sign currently located on the real property described in Exhibit "A"
at no additional rental cost to Tenant: provided that, (i) Tenant may use the
sign only for promotion of Tenant's business; (ii) Tenant shall not assign or
sublet its right to use the sign; and (iii) Tenant, at Tenant's cost and expense
shall: (A) provide for all required permitting of the sign, (B) maintain and
repair the sign, including its supporting structure, (C) provide for all sign
faces for the sign, (D) maintain the area under and immediately surrounding the
sign, and (E) if the sign is illuminated, pay the cost of electricity for
illuminating the sign.
28. Right of First Refusal. Provided Tenant is not in default of this
Lease, if during the term of this Lease the portion of the Buildings not
included in the Premises (the "Additional Premises") becomes available, Tenant
shall have a right of first refusal to lease the Additional Premises on terms as
mutually agreed between Landlord and Tenant. Landlord shall notify Tenant in
writing as soon as Landlord knows the Additional Premises, or any portion
thereof, is or will become available. Landlord and Tenant shall then negotiate
in good faith the terms of a lease for the Additional Premises or the available
portion thereof. If Landlord and Tenant are unable to reach agreement on the
terms of a lease within 30 days of Landlord's notice to Tenant, Tenant's right
as to the Additional Premises, or the available portion thereof, shall
terminate and be of no further force or effect; provided that, if Landlord's
notice is for less than the entire Additional Premises, Tenant's option as to
any remaining portion of the Additional Premises shall continue in accordance
with this Section 23. If Tenant leases the entire Additional Premises as
provided in this Section 23, Tenant may terminate this Lease as to the
portion of the Premises indicated on Exhibit "B-2" of this Lease.
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24. Entry for Carding, etc. Landlord may card the Premises "For Rent" no
more than 90 days from the end of the term of this Lease. Landlord may enter the
Premises at reasonable hours during the term of this Lease to exhibit the same
to prospective purchasers and to make repairs required of Landlord under the
terms hereof, such entry to be made without unnecessary disturbance to Tenant.
Landlord may card the real property described on Exhibit "A" "For Sale" or any
portion of the real property other than the Premises "For Rent" at any time.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
10
{PAGE}
25. Indemnity.
(a) Landlord agrees to indemnify and save harmless Tenant and its
parents, subsidiaries, Affiliates, directors, officers, employees, agents,
servants, attorneys and representatives from any and all claims, causes of
action, damages, fines, judgments, penalties, costs (including environmental
clean-up costs and response costs), liabilities, expenses or losses (including
without limitation, reasonable attorneys' fees and expenses of litigation)
arising during or after the Lease term: (1) as a result of any violation by
Landlord or prior owners or occupants of the Premises of any applicable federal,
state or local environmental laws or regulations, as now or hereinafter in
effect, regulating, relating to or imposing liability or imposing standards of
conduct concerning any Hazardous Materials; or (2) as a result of the presence,
disturbance, discharge, release, removal or cleanup of Hazardous Materials or as
a result of environmental contamination or other similar conditions which
existed prior to commencement of the Lease term; or (3) as a result of any
violation of the accessibility or path of travel requirements imposed by ADA; or
(4) as a result of any of Landlord's representations and warranties being
untrue. These indemnities will survive the expiration, cancellation or
termination of the Lease. Notwithstanding the foregoing, Landlord's indemnities
shall not apply or extend to claims arising from or caused by Tenant.
(b) Tenant agrees to indemnify and save harmless Landlord and its
parents, subsidiaries. Affiliates, directors, officers, employees, agents,
servants, attorneys and representatives from any and all claims, causes of
action, damages, fines, judgments, penalties, costs (including environmental
clean-up costs and response costs), liabilities, expenses or losses (including
without limitation, reasonable attorneys' fees and expenses of litigation)
arising during or after the Lease term: (1) as a result of any violation by
Tenant of any applicable federal, state or local environmental laws or
regulations, as now or hereinafter in effect, regulating, relating to or
imposing liability or imposing standards of conduct concerning any Hazardous
Materials; or (2) as a result of the presence, disturbance, discharge, release,
removal or cleanup of Hazardous Materials or as a result of environmental
contamination or other similar conditions which existed after commencement of
the Lease term and which was caused by or brought onto the Premises by Tenant or
Tenant's agents, contractors, employees, licensees and invitees; or (3) as a
result of any violation by Tenant of the accessibility or path of travel
requirements imposed by ADA; or (4) as a result of any of Tenant's
representations and warranties being untrue. These indemnities will survive the
expiration, cancellation or termination of the Lease; provided, however, that
Tenant will not be liable for the acts of Landlord or of any other tenants of
said property.
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{PAGE}
26. Default of Tenant.
(a) It shall be a default by Tenant if: (1) the rent herein required
is not paid at the time and place when and where due and Tenant fails to pay
said rent within ten (10) days after written demand from Landlord; or (2) Tenant
fails to comply with any material term, provision, condition, or covenant of
this Lease, other than the payment of rent, and will not cure such failure
within thirty (30) days after notice to Tenant of such failure to comply or such
additional time period as may reasonably be necessary to effect a cure of the
default provided that Tenant commences and diligently pursues a cure of the
default; or (3) Tenant causes any lien to be placed against the Premises and
does not cure the same within thirty (30) days after notice from Landlord to
Tenant demanding cure.
(b) Upon any default by Tenant referenced in Subparagraph (a) above,
Landlord may, in addition to, and not in limitation of any other remedy
permitted by law or by this Lease:
(1) terminate this Lease, in which case Tenant shall (A)
immediately surrender the Premises to Landlord, and (B) indemnify Landlord for
all loss and damage that Landlord may suffer by reason of such termination,
whether through inability to relet the Premises, or through decrease in rent, or
otherwise; or
(2) acting as Tenant's agent, without terminating this Lease, may
terminate Tenant's right of possession, and, at Landlord's option, enter upon
and rent the Premises at the best price obtainable by reasonable effort, without
advertisement and by private negotiations and for any term Landlord deems
proper, in which case Tenant will be liable to Landlord for the deficiency, if
any, between Tenant's rent hereunder and the price obtained by Landlord on
reletting.
Pursuit of any of the foregoing remedies will not preclude pursuit of any of the
other remedies herein provided or any other remedies provided by law. In any
case, Landlord will use reasonable efforts to mitigate Tenant's damages. Any
notice in this provision may be given by Landlord or its attorney. No
termination of this Lease prior to the normal ending thereof, by lapse of time
or otherwise, will affect Landlord's right to collect rent for the period prior
to the termination thereof.
12
{PAGE}
27. Default of Landlord. It shall be a default by Landlord if Landlord
fails to comply with any material term, provision, condition or covenant of this
Lease and will not cure such failure within thirty (30) days after notice to
Landlord of such failure to comply or such additional time period as may
reasonably be necessary to effect a cure of the default provided that Landlord
commence and diligently pursues a cure of the default. Upon any default by
Landlord, Tenant may, at its option, elect to: (a) terminate this Lease upon
thirty (30) days written notice to Landlord; (b) bring an action to require
specific performance of Landlord's obligations; (c) provide Landlord with an
additional period of time within which to effect that cure; (d) commence such
cure itself, and Tenant may either, at its option, offset any expenses it incurs
in effecting such cure against the rent and other charges due and payable by
Tenant hereunder, or require that Landlord immediately reimburse Tenant for its
expenses; provided, however, in the event of an emergency, Tenant may
immediately effect a cure of Landlord's failure should Landlord fail to act
immediately to do so, without the requirement of any notice by Tenant to
Landlord; and/or (e) pursue any other remedies provided herein or provided by
law.
28. Warranties of Landlord. Landlord warrants that:
(a) Landlord owns the Premises in fee simple and has the right to
enter into this Lease. The Premises are free from liens and encumbrances, except
for utility easements, unviolated restrictive covenants which do not materially
adversely affect Tenant's intended use of the Premises, and other title matters
to which the conveyance of the Premises by Landlord to Tenant was subject,
including a mortgage for which the mortgagee, Landlord and Tenant have executed
a subordination, nondisturbance and attornment agreement. The Premises have
legal, direct, pedestrian and vehicular access to and from and abuts one or more
publicly dedicated roads;
(b) Except for the corrective environmental work provided by the Asset
Purchase Agreement between Landlord and Arlon Signtech, Ltd., to Landlord's
knowledge the Premises are in compliance with all Environmental, Health and
Safety Laws.
(c) Except for the citations that Landlord has separately disclosed to
Tenant, Landlord has not received a citation from any regulatory agency for
noncompliance with Environmental, Health and Safety Laws. Landlord alone shall
be responsible for fines, penalties, and all other damages arising out of any
such citation with respect to occurrences or conditions at the Premises prior to
the date hereof and for any such items in the portions of the Buildings other
than the Premises or resulting from Landlord's use of such land at any time
subsequent to the date hereof.
13
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29. Holding Over. If Tenant remains in possession of the Premises more than
30 days after notice of termination provided by Landlord or Tenant with
Landlord's acquiescence, Tenant shall continue to be a month to month tenant on
the terms that were in effect immediately prior to the notice of termination. If
Tenant remains in possession of the Premises more than 30 days after notice of
termination by Landlord or Tenant without Land1ord's acquiescence, Tenant will
be a tenant-at-sufferance at 150% of the rental rate in effect immediately prior
to the notice of termination. In neither case shall there be deemed to be a
renewal of this Lease (other than to a month-to-month basis, as stated above) by
operation of law.
30. Notices. Any notice given pursuant to this Lease will be in writing and
sent by certified mail to:
If to Landlord:
RAM Global, Ltd.
7887 Broadway, No. 406
San Antonio, Texas 78209
Attn: Mr. Kartar Gandy
Copy to: Deven N. Dixon, P.C.
Law Office, Trinity Plaza II
745 East Mulberry Street, Suite 870
San Antonio, TX 78212
If to Tenant:
Salsa Digital Printers, Ltd.
4671 Highway 90 West
San Antonio, Texas 78237
Attn: Mr. Rick Clarke
Copy to:
NUR Macroprinters
12 Abba Hillel Silver Street
P.O. Box 1281
Lod, Israel 71111
Attn: Mr. Hilel Kramer
31. Construction of Lease Terms. Irrespective of which party was
responsible for the preparation and drafting of this Lease, the terms of this
Lease will not be construed more strictly against such party than against any
other party.
14
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32. Waiver of Rights. No failure of Landlord to exercise any power given
Landlord hereunder, or to insist upon strict compliance by Tenant with its
obligations hereunder, and no custom or practice of the parties at variance with
the terms hereof will constitute a waiver of Landlord's right to demand exact
compliance with the terms hereof.
33. Rights Cumulative. All rights, powers and privileges conferred
hereunder upon the parties hereto will be cumulative but not restrictive to
those given by law.
34. Time of Essence. Time is of the essence of this Lease.
35. Entire Agreement. This Lease contains the entire agreement of the
parties hereto, and no representations, inducements, promises or agreements,
oral or otherwise, between the parties, not embodied herein, will be of any
force or effect.
36. Severability and Governing Law. If any term, covenant or condition of
this Lease or the application thereof to any person, entity or circumstance
will, to any extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such term, covenant, or condition to persons, entities or
circumstances other than those which or to which sued may be held invalid or
unenforceable, will not be affected thereby, and each term, covenant or
condition of this Lease will be valid and enforceable to the fullest extent
permitted by law. This Lease shall be governed by and construed in accordance
with the law of the state in which the Premises are located.
37. Brokerage. Each of Landlord and Tenant warrants to the other that no
commissions are payable or due to any broker or finder in connection with this
Lease and each of Landlord and Tenant agrees to indemnify, defend and hold the
other harmless from and against any commissions or fees or claims for
commissions or fees arising under the indemnifying party, which indemnification
will expressly survive the termination of this Lease.
38. Intentionally Omitted.
15
{PAGE}
IN WITNESS WHEREOF, the parties herein have executed this Lease as of the
Effective Date.
"LANDLORD"
RAM Global, Ltd.
a Texas limited partnership
By: Kartar Gandy
------------------------------
Kartar Gandy
Its: General Partner
"TENANT"
Salsa Digital Printers, Ltd.
a Delaware Corporation
By: Rick Clarke
-----------------------------
Rick Clarke
Its: President
16
{PAGE}
EXHIBIT LIST FOR LEASE AGREEMENT
Exhibit "A" Legal Description of Real Property Including the
Premises
Exhibits "B-1" and B-2" Drawings of Buildings Identifying Interior Portions
of Premises Leased by Tenant
Exhibit "C" Approved Form of Subordination, Nondisturbance and
Attornment Agreement
17
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EXHIBIT "A"
Real Property
Lot 16, New City Block 8669, SIGNTECH SUBDIVISION, in the City of San Antonio,
Bexar County, Texas, according to plat thereof recorded in Volume 9537, Page 34,
Deed and Plat Records of Bexar County, Texas; together with that Non-Exclusive
Ingress and Egress Easement; along a part of the easterly line granted by
instrument recorded in Volume 4123, Page 522, Bexar County Real Property
Records, which casement is more particularly described as follows:
A parcel of land adjacent to and East of Lot 16, NCB 8669, San Antonio, Texas,
being more particularly described to wit:
Beginning at an iron pin being the Southeast corner of Lot 16 and being the
Southwest corner of this parcel;
Thence, NE 05[d] 56' 39", a distance of 494.05 feet to the Northwest corner
of this parcel;
Thence, SE 84[d] 03' 21", a distance of 6.00 feet to the Northeast corner of
this parcel;
Thence, SW 05[d] 56' 39", a distance of 459.05 feet to the Southeast corner
of this parcel;
Thence, SE 19[d] 17' 47", a distance of 38.69 feet to the Southeast corner of
this parcel;
Thence, NW 84[d] 03' 21", a distance of 22.50 feet to the point of beginning
and containing 3235.00 square feet or 0.767 acres.
EXHIBIT A
{PAGE}
EXHIBIT B-1
[Drawing of Property]
{PAGE}
SUBORDINATION, NONDISTURBANCE
AND ATTORNMENT AGREEMENT
THIS SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT (this
"Agreement"), made effective as of the 1st day of July, 2001, between
___________________________(hereinafter called "Mortgagee"), RAM Global, LTD., a
Texas limited partnership (hereinafter called "Landlord") and SALSA DIGITAL
PRINTERS, LTD, a Delaware corporation (hereinafter called "Tenant").
W I T N E S S E T H:
WHEREAS, Mortgagee has made or is about to make a loan to Landlord secured
by a mortgage or deed of trust (hereinafter called the "Mortgage") covering a
parcel of land owned by Landlord and being more particularly described in
Exhibit "A" attached hereto (hereinafter called the "Mortgaged Property"); and
WHEREAS, by a certain lease heretofore entered into between Landlord and
Tenant, or their predecessors in interest, dated effective as of July 1, 2001
(the "Lease"), Tenant leased a portion of the Mortgaged Property (said portion
being hereinafter called the "Leased Premises"); and
WHEREAS, a copy of the Lease has been delivered to Mortgagee, the receipt
of which is hereby acknowledged; and
WHEREAS, Mortgagee is unwilling to make or continue to make the loan to the
Landlord unless the Lease is subordinate to the lien of the Mortgage; and
WHEREAS, the parties hereto desire to effect the subordination of the Lease
to the lien of the Mortgage and to provide for the nondisturbance of Tenant by
Mortgagee.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:
1. Approval of Lease. Mortgagee hereby consents to and approves the Lease.
2. Subordination of Lease to Mortgage. Tenant covenants and agrees with
Mortgagee that the Lease is hereby made and shall continue hereafter to be
subject and subordinate to the lien of the Mortgage, (as same may be modified
and extended) subject to the provisions of this Agreement.
EXHIBIT C
{PAGE}
3. Effectiveness of Lease. Tenant certifies that the Lease is presently in
full force and effect, or shall be in full force and effect at the time of
delivery of this Agreement.
4. Nondisturbance by Mortgagee. Mortgagee agrees that so long as the Lease
shall be in full force and effect:
(a) Except as required by applicable law governing foreclosures
and/or sales pursuant to power of sale, Tenant shall not be named
or joined as a party defendant or otherwise in any suit, action
or proceeding for the foreclosure of the Mortgage or to enforce
any rights under the Mortgage or the bond or note or other
obligation secured thereby.
(b) Except as otherwise provided in Section 6 below, the possession
by Tenant of the Leased Premises and Tenant's rights and
privileges thereto shall not be disturbed, affected or impaired
by, nor will the Lease or the term thereof be terminated or
otherwise adversely affected and Tenant's occupancy of the Leased
Premises shall not be disturbed by Mortgagee for any reason
whatsoever during the term of the Lease.
5. Mortgagee's Waiver of Rights of Distraint. Mortgagee hereby acknowledges
and agrees that all fixtures and equipment whether owned by Tenant or any
subtenant or leased by Tenant and installed in or on the Leased Premises,
regardless of the manner or mode of attachment, shall be and remain the property
of Tenant and may, subject to the provision of the Lease, be removed by Tenant
at any time. In no event (including a default under the Lease or the Mortgage)
shall Mortgagee have any liens, rights or claims in Tenant's fixtures and
equipment, whether or not all or any part thereof shall be deemed fixtures, and
Mortgagee expressly waives all rights of levy, distraint, or execution with
respect to said fixtures and equipment arising out of the Mortgage.
6. Rights After Foreclosure or Deed in Lieu of Foreclosure. If Mortgagee
shall become the owner of the Mortgaged Property by reason of foreclosure of the
Mortgage or otherwise, or if the Mortgaged Property shall be sold as a result of
365237
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Summary of LOD Lease Agreement
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Master Remarketing Agreement
Master Remarketing Agreement (51K)
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MASTER REMARKETING AGREEMENT
--------------------------------------------------------------------------------
This Master Remarketing Agreement ("Agreement") dated as of July 20th, 2001
is hereby entered into by and between NUR America, Inc., with an office located
at 4671 Highway 90 West, San Antonio, Texas 98237 ("Contractor") and CVF Vendor
Finance, Inc. with a place of business located at One International Boulevard,
Mahwah, New Jersey 07430 ("CVF").
CVF owns and leases to third parties certain press, graphics and other
general equipment types (collectively, the "Equipment" and individually an "Item
of Equipment") in the ordinary course of its business which Equipment, from time
to time, requires remarketing services.
CVF desires to engage Contractor and Contractor desires to accept such
engagement to remarket the Equipment on behalf of CVF under the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
incorporating the foregoing by reference, and intending to be legally bound
hereby, for good and valuable consideration, the receipt of which is hereby
acknowledged, CVF and Contractor agree as follows:
1. Engagement. This Agreement shall commence as of date set forth above, and
shall continue in effect indefinitely subject to the right of either party
to terminate the Agreement as set forth in Paragraph 14. CVF will, from
time to time, engage Contractor to accept delivery of, pick up, store,
refurbish, remarket, sell or otherwise dispose of (collectively "Remarket")
the Equipment pursuant to the procedures specified herein. Contractor
understands that no amount of work is guaranteed, CVF is not contracting
exclusively with Contractor hereunder, and that CVF reserves the right to
use others for the same or similar work. Contractor is being engaged on an
independent contractor basis to act as a broker in the resale of Equipment.
CVF and Contractor intend that engagements under this Agreement will be
true consignments and neither CVF nor Contractor intend that engagements
hereunder be characterized as secured transactions. In the event however,
that notwithstanding such intent and agreement, any engagement hereunder is
deemed to be a consignment intended for security, Contractor
1
{Page}
grants to CVF a first priority security interest in the Equipment subject
to such engagement(s) (including any replacements, substitutions,
additions, attachments and proceeds), and this Agreement shall constitute a
security agreement under applicable law. Contractor will deliver to CVF
signed financing statements or other documents that CVF may request to
protect CVF's interest in the Equipment. CONTRACTOR AUTHORIZES CVF TO FILE
A COPY OF THIS AGREEMENT AS A FINANCING STATEMENT AND APPOINTS CVF OR CVF'S
DESIGNEE AS CONTRACTOR'S ATTORNEY-IN-FACT TO EXECUTE AND FILE, ON
CONTRACTOR'S BEHALF, FINANCING STATEMENTS COVERING THE EQUIPMENT. All Gross
Sales Proceeds (as defined in paragraph 11 below) are the property of CVF
and are to be held in trust by the Contractor.
2. No Discrimination. Contractor agrees to Remarket the Equipment so as to
neither favor nor discriminate against CVF. Notwithstanding the above,
Contractor agrees to use its best efforts to Remarket the Equipment, but
will refrain from using any technique, approach, method or procedure which
would be contrary to law, or detrimental or adverse to CVF's policies or to
CVF's public image.
3. Obtaining Possession of Equipment. From time to time, CVF may transmit a
Remarketing Schedule, attached hereto as Exhibit A, to Contractor to take
possession of and transport to its designated facilities, Equipment subject
to a lease in default (Repossession). Contractor shall transmit a cost
assessment related to the recovery of the Equipment within 48 hours of such
Repossession. Upon approval from CVF of the cost assessment, Contractor
shall, as the situation requires, either pick up or accept delivery of the
Equipment for Remarketing on CVF's behalf. Contractor shall have in its
possession all Equipment subject to any repossession request within 30 days
after receipt of CVF's request, unless otherwise authorized by CVF. To the
extent Contractor obtains possession of Equipment, it does so on behalf of
CVF and no title to such Equipment shall pass to Contractor. Contractor
shall keep the Equipment at the address shown above (or at such other
location(s) as CVF may from time to time authorize) and shall permit CVF
and its authorized representatives reasonable access to the Equipment
during normal business hours.
4. Receipt and Condition of Equipment. Within two (2) business days of
receipt, recovery or relocation of CVF's Equipment, Contractor shall
provide CVF with the following:
146255
|
NUR Macroprinter
As referenced in this Master Remarketing Agreement:
Nur Macroprinters – Illegible] By: Joel Jesselsohn
------------------------- --------------------------
Name/Title: Vice President Name/Title: VP Finance & CFO
----------------- ------------------
{Page}
PROGRAM AGREEMENT
LEASING AGENT: VENDOR:
American Leasing Alliance, LLC Nur Macroprinters Ltd.
d/b/a GRAPHIC ARTS CAPITAL, LLC 4671 Hwy. 90 W.
1301 Pyott Road, Suite 103 San Antonio, TX 78237
Lake In
_____________
Nur Macroprinters – such
provision or the remaining provisions of this agreement.
LEASING AGENT: VENDOR:
American Leasing Alliance, LLC
d/b/a GRAPHIC ARTS CAPITAL, LLC Nur Macroprinters Ltd.
David Stearns 7/19/01 Alol Avnon
--------------------------------- ---------------------------------
Signature Date Signature Date
David Stearns Pres. Alol Avnon
--------------------------------- ---------------------------------
Print Name Title Print Name Title
_____________
dt 226083
;
NUR America, Inc.;
| CVF Vendor Finance, Inc.
|
Preview
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| 2004 |
Agreement
Agreement (52K)
Doc #365210: Click preview link for longer preview.
AGREEMENT
Drawn up and signed in Ramat Gan on May 11, 2003
Between: Nur Macroprinters Ltd.
Public Company 52-003986-8
of 12 Abba Hillel . . .
365210
|
NUR Macroprinter
As referenced in this Agreement:
Nur Macroprinters Ltd –
EX-99 26 exhibit_4-30.htm
Exhibit 4.30
AGREEMENT
Drawn up and signed in Ramat Gan on May 11, 2003
Between: Nur Macroprinters Ltd .
Public Company 52-003986-8
of 12 Abba Hillel Silver St., Lod
(hereinafter: NMP)
of the one part
And: Gera Eron
ID No. 050722719
of 50 Haseifan St., Tel-
_____________
Nur Macroprinters Ltd – 7
The addresses of the parties for the purposes of this Agreement are as detailed in the preamble to this Agreement.
In witness whereof, the parties hereby sign:
_______________________
_____________________
Nur Macroprinters Ltd .
Ogen Dialogics Ltd
_______________________
_____________________
Nur Pro Engineering Ltd.
Gera Eron
-16-
Appendix 4.2
Stages of the interim period
First stage
(a)
Duration of the stage - second quarter
_____________
dt 1317935
| |
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| 2001 |
Summary of Lod Lease Agreement
Summary of Lod Lease Agreement (2K)
Doc #122079: Click preview link for longer preview.
SUMMARY OF LOD LEASE AGREEMENT
Lease agreement with Barzilai Investments and Assets Ltd. and Kamim
Investments and Assets Ltd., commencing on November 1, 2000, providing for
monthly rent payments of $63,750, with each rent payment to be paid three
months in advance.
The lease agreement has an initial term of five years. We have two separate two
and one-half year options to extend the lease. The rent for the first option
period will increase 6% from the current rental payment. The rent for the second
option period will increase 7% from the current rental payment.
122079
|
NUR Macroprinter
As referenced in this Summary of Lod Lease Agreement:
NUR MACROPRINTERS LTD –
NUR MACROPRINTERS LTD
_____________
dt 1848602
| |
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| 2003 |
Warrant
Warrant (16K)
Doc #365213: Click preview link for longer preview.
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the �SECURITIES�) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the �SECURITIES ACT�) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE . . .
365213
|
NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $0.784 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
Poalim
_____________
NUR MACROPRINTERS LTD – share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
Poalim Capital Markets & Investments Ltd.
No. W-1
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at12 Abba Hilel Silver Street, Lod, Israel (the Company), hereby grants to Poalim Capital Markets & Investments Ltd. (the Holder), the right
_____________
NUR MACROPRINTERS LTD – the written consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed as of this 21 day of November 2002
NUR MACROPRINTERS LTD .
By: _______________________
Hilel Kremer, VP Finance & CFO
Date: 21.11.02
5
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
1.
_____________
Nur Macroprinters Ltd – this 21 day of November 2002
NUR MACROPRINTERS LTD.
By: _______________________
Hilel Kremer, VP Finance & CFO
Date: 21.11.02
5
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd .
Re: Exercise of Warrant
1.
The undersigned (a) elects to purchase the _________ ordinary shares of NIS 1.00 par value each of Nur Macroprinters Ltd. (the Warrant Shares),
_____________
Nur Macroprinters Ltd – FORM
Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
1.
The undersigned (a) elects to purchase the _________ ordinary shares of NIS 1.00 par value each of Nur Macroprinters Ltd . (the Warrant Shares), pursuant to the terms of the Warrant dated November 21, 2002 (the Warrant), (b) tenders herewith payment of the Exercise Price for such Warrant Shares in
_____________
dt 1317936
| |
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| 2004 |
Registration Rights Agreement
Registration Rights Agreement (55K)
Doc #365180: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this �Agreement�) is made and entered into as of March 31, 2004, by and among NUR Macroprinters Ltd. (the �Company�), and the investors signatory hereto (each a �Purchaser� and collectively, the �Purchasers�).
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof by and among the Company and the Purchasers (the �Purchase Agreement�).
. . .
365180
|
NUR Macroprinter
As referenced in this Registration Rights Agreement:
NUR Macroprinters Ltd – 99 3 exhibit_4-6.htm
Exhibit 4.6
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this Agreement) is made and entered into as of March 31, 2004, by and among NUR Macroprinters Ltd . (the Company), and the investors signatory hereto (each a Purchaser and collectively, the Purchasers).
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date
_____________
NUR MACROPRINTERS LTD – under this Section 6(o).
[Remainder of page intentionally left blank]
- 15 -
IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.
NUR MACROPRINTERS LTD .
BY:
David Amir
Chief Executive Officer
- 16 -
(PURCHASERS SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT)
By:
Name:
Title:
By:
Name:
Title:
By:
Name:
Title:
ANNEX A
Plan of Distribution
The
_____________
dt 1317918
| |
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| 2004 |
Registration Rights Agreement
Registration Rights Agreement (37K)
Doc #365191: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) is made as of the __day of _______, 2003 by and among:
NUR Macroprinters Ltd., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the �Company�); and
The Investors listed on Schedule 1 hereto, each such Investor being an �accredited investor�, as defined in Regulation �230.501 under the Securities Act (defined below). . . .
365191
|
NUR Macroprinter
As referenced in this Registration Rights Agreement:
NUR Macroprinters Ltd – EX-99 7 exhibit_2-19.htm
Exhibit 2.19
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made as of the __day of _______, 2003 by and among:
NUR Macroprinters Ltd ., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the Company);
_____________
Nur Macroprinters Ltd – of signatures via facsimile.
[the remainder of this page is intentionally left blank]
10
IN WITNESS WHEREOF, the parties have signed this Agreement, as of the date first appearing above.
Nur Macroprinters Ltd .
By: ______________________
Name:
Title:
INVESTOR
_________________________
Name:
11
Schedule 1
List of Holders and Addresses
Name/Entity
Address
Dan and Edna Purjes
**************
First Purjes Descendants, LP
**************
Second Purjes Descendants,
_____________
dt 1317923
| |
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| 2004 |
Registration Rights Agreement
Registration Rights Agreement (23K)
Doc #365196: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) made as of the 1 day of August, 2003 by and among:
NUR Macroprinters Ltd., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company"); and
Bank Hapoalim B.M., a company organized under the laws of the State of Israel, registered under number________, with offices at _________ (the "Holder").
RECITALS:
WHEREAS the . . .
365196
|
NUR Macroprinter
As referenced in this Registration Rights Agreement:
NUR Macroprinters Ltd – EX-99 12 exhibit_2-24.htm
Exhibit 2.24
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) made as of the 1 day of August, 2003 by and among:
NUR Macroprinters Ltd ., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company");
_____________
NUR Macroprinters Ltd – original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signatures.
IN WITNESS WHEREOF the parties have signed this Agreement.
/S/ David Amir
NUR Macroprinters Ltd .
By: David Amir, President & CEO
Date: August1, 2003
_______________________
Bank Hapoalim B.M.
By: ___________________
Date: __________________
7
_____________
dt 1317928
| |
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| 2004 |
Registration Rights Agreement
Registration Rights Agreement (23K)
Doc #365198: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) made as of the 1 day of August, 2003 by and among:
NUR Macroprinters Ltd., a company organized under the laws of the State of Israel, registered under number
52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company"); and
Bank Leumi le-Israel Ltd., a company organized under the laws of the State of Israel, registered under
number________, with offices at _________ (the "Holder").
RECITALS:
WHEREAS . . .
365198
|
NUR Macroprinter
As referenced in this Registration Rights Agreement:
NUR Macroprinters Ltd – EX-99 14 exhibit_2-26.htm
Exhibit 2.26
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) made as of the 1 day of August, 2003 by and among:
NUR Macroprinters Ltd ., a company organized under the laws of the State of Israel, registered under number
52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company");
_____________
NUR Macroprinters Ltd – original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signatures.
IN WITNESS WHEREOF the parties have signed this Agreement.
/S/ David Amir
NUR Macroprinters Ltd .
By: David Amir, CEO
Date: August1, 2003
__________________
Bank Leumi le-Israel Ltd.
By: ________________
Date: _____________
7
_____________
dt 1317930
| |
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| 2004 |
Registration Rights Agreement
Registration Rights Agreement (23K)
Doc #365200: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) made as of the 27 day of June, 2003 by and among:
NUR Macroprinters Ltd., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company"); and
Israel Discount Bank, a company organized under the laws of the State of Israel, registered under number________, with offices at _________ (the "Holder").
RECITALS:
WHEREAS the . . .
365200
|
NUR Macroprinter
As referenced in this Registration Rights Agreement:
NUR Macroprinters Ltd – EX-99 16 exhibit_2-28.htm
Exhibit 2.28
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) made as of the 27 day of June, 2003 by and among:
NUR Macroprinters Ltd ., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company");
_____________
NUR Macroprinters Ltd – original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signatures.
IN WITNESS WHEREOF the parties have signed this Agreement.
/S/ David Amir
NUR Macroprinters Ltd .
By: David Amir, President & CEO
Date: June 27, 2003
_______________________
Israel Discount Bank.
By: ___________________
Date: __________________
7
_____________
dt 1317932
| |
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| 2004 |
Registration Rights Agreement
Registration Rights Agreement (23K)
Doc #365202: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) made as of the 1 day of August, 2003 by and among:
NUR Macroprinters Ltd., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company"); and
Israel Discount Bank, a company organized under the laws of the State of Israel, registered under number________, with offices at _________ (the "Holder").
RECITALS:
WHEREAS the . . .
365202
|
NUR Macroprinter
As referenced in this Registration Rights Agreement:
NUR Macroprinters Ltd – EX-99 18 exhibit_2-30.htm
Exhibit 2.30
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) made as of the 1 day of August, 2003 by and among:
NUR Macroprinters Ltd ., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company");
_____________
NUR Macroprinters Ltd – original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signatures.
IN WITNESS WHEREOF the parties have signed this Agreement.
/S/ David Amir
NUR Macroprinters Ltd .
By: David Amir, President & CEO
Date: August1, 2003
_______________________
Israel Discount Bank.
By: ___________________
Date: __________________
7
_____________
dt 1317934
| |
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| 2003 |
Registration Rights Agreement
Registration Rights Agreement (22K)
Doc #365214: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) made as of the 7 day of November, 2002 by and among:
NUR Macroprinters Ltd., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company"); and
Poalim Capital Markets & Investments Ltd., a company organized under the laws of the State of Israel, registered under number 51-146559-3 with offices at 46 Rothschild Blvd., Tel Aviv, Israel (the "Holder") . . .
365214
|
NUR Macroprinter
As referenced in this Registration Rights Agreement:
NUR Macroprinters Ltd – EXHIBIT
EX-99 6 exhibit4_13.htm
Exhibit 4.13
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) made as of the 7 day of November, 2002 by and among:
NUR Macroprinters Ltd ., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company");
_____________
Nur Macroprinters Ltd – be an original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signatures.
IN WITNESS WHEREOF the parties have signed this Agreement.
________________________________
Nur Macroprinters Ltd .
By: Hilel Kremer, CFO
Date: 21.11.02
________________________________
Poalim Capital Markets& Investments Ltd
By: _______________
Date: _______________
7
_____________
dt 1317937
| |
Preview
Full Doc
| 2003 |
Registration Rights Agreement
Registration Rights Agreement (23K)
Doc #365216: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) made as of the 11 day of March, 2003 by and among:
NUR Macroprinters Ltd., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company"); and
Bank Hapoalim B.M., a company organized under the laws of the State of Israel, registered under number________, with offices at _________ (the "Holder").
RECITALS:
WHEREAS the . . .
365216
|
NUR Macroprinter
As referenced in this Registration Rights Agreement:
NUR Macroprinters Ltd – EXHIBIT
EX-99 8 exhibit4_15.htm
Exhibit 4.15
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) made as of the 11 day of March, 2003 by and among:
NUR Macroprinters Ltd ., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company");
_____________
NUR Macroprinters Ltd – be an original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signatures.
IN WITNESS WHEREOF the parties have signed this Agreement.
______________________
NUR Macroprinters Ltd .
By: Hilel Kremer, CFO
Date: March 11, 2003
______________________
Bank Hapoalim B.M.
By: ___________________
Date: __________________
7
_____________
dt 1317939
| |
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Full Doc
| 2003 |
Registration Rights Agreement
Registration Rights Agreement (23K)
Doc #365218: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this �Agreement�) made as of the 11 day of March, 2003 by and among:
NUR Macroprinters Ltd., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company"); and
Bank Leumi le-Israel Ltd., a company organized under the laws of the State of Israel, registered under number________, with offices at _________ (the "Holder").
RECITALS:
. . .
365218
|
NUR Macroprinter
As referenced in this Registration Rights Agreement:
NUR Macroprinters Ltd – EXHIBIT
EX-99 10 exhibit4_17.htm
Exhibit 4.17
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) made as of the 11 day of March, 2003 by and among:
NUR Macroprinters Ltd ., a company organized under the laws of the State of Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel Silver Street, Lod, Israel (the "Company");
_____________
Nur Macroprinters Ltd – be an original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signatures.
IN WITNESS WHEREOF the parties have signed this Agreement.
______________________
Nur Macroprinters Ltd .
By: Hilel Kremer, CFO
Date: March, 11, 2003
______________________
Bank Leumi le-Israel Ltd.
By: ___________________
Date: _________________
7
_____________
dt 1317941
| |
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Full Doc
| 2002 |
Registration Rights Agreement
Registration Rights Agreement (35K)
Doc #365227: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
-----------------------------
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of the
__day of January, 2002 by and among:
NUR Macroprinters Ltd., a company organized under the laws of the State of
Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel
Silver Street, Lod, Israel (the "Company"); and
The Investment Corp. of United Mizrahi Bank Ltd., a company organized under the
laws of the State of Israel, registered under number 52-002457-1, with offices
at 37 Shaul Hmelech Blvd. Tel-Aviv (the "Holder").
RECITALS:
WHEREAS the Holder has purchased from the Company 2,333,333 Ordinary
Shares of the Company, par value NIS 1.0 per share (the "Ordinary Shares")
pursuant to the Investment Agreement (as defined below); and
WHEREAS pursuant to the Investment Agreement (as defined below), the
Company has issued to the Holder a certain Warrant dated January 17th, 2002,
(the "Warrant") to purchase a further 612,500 Ordinary Shares (the "Warrant
Shares"); and
WHEREAS the Company hereby undertakes to register the Ordinary Shares
purchased pursuant to the Investment Agreement and the Warrant Shares underlying
the Warrant in accordance with the provisions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
1. Definitions.
Unless otherwise defined herein, all capitalized terms shall
have the meanings ascribed thereto in the Investment Agreement (as defined
below). As used herein, the following terms have the following meanings:
"Commission" refers to the Securities and Exchange Commission.
"Effective Date" means the one-year anniversary of the date of
the Closing as defined in the Investment Agreement.
"Investment Agreement" means that certain Share and Warrant
Purchase Agreement, dated January __, 2002, between the Company and the Holder,
"Register", "registered", and "registration" refer to a
registration effected by filing a registration statement in compliance with the
Securities Act and
{PAGE}
the declaration or ordering by the Commission of effectiveness of such
registration statement, or the equivalent actions under the laws of another
jurisdiction.
"Registrable Shares" means the Ordinary Shares purchased by
the Holder pursuant to the Investment Agreement and any Ordinary Shares
exercised under the Warrant (as defined therein).
"Securities Act" shall mean the U.S. Securities Act of 1933,
as amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
2. Incidental Registration. If the Company at any time following
the Effective Date, proposes to register any of its securities, (other than a
registration statement on Form S-8 or any successor form for securities to be
offered to employees of the Company pursuant to any employee benefit plan or a
registration statement on form F-4 or any other successor form), for its own
account or for the account of any other person, it shall give notice to the
Holder of such intention. Upon the written request of the Holder given within
twenty (20) days after receipt of any such notice, the Company shall include in
such registration all of the Registrable Shares indicated in such request, so as
to permit the disposition of the shares so registered in the manner requested by
the Holder. Notwithstanding any other provision of this Section 2, with respect
to an underwritten public offering by the Company, if the managing underwriter
advises the Company in writing that marketing or other factors require a
limitation of the number of shares to be underwritten, then there shall be
excluded from such registration and underwriting to the extent necessary to
satisfy such limitation, shares held by the Holder and by other shareholders of
the Company who are entitled to have their shares included in such registration,
pro rata among them to the extent necessary to satisfy such limitation. To the
extent Registrable Securities are excluded from such underwriting, the Holder
shall agree not to sell its Registrable Shares included in the registration
statement for such period, not to exceed 180 days, as may be required by the
managing underwriter, and the Company shall keep effective and current such
registration statement for such period as may be required to enable the Holder
to complete the distribution and resale of its Registrable Shares
Notwithstanding the provisions of this Section 2, the Company shall have the
right at any time after it shall have given notice to the Holder, to elect not
to file any such proposed registration statement; provided, however, that each
key officer and director of the Company and each person who, at the time of the
proposed filing of such public offering, beneficially owns 1% or more of the
outstanding capital stock of the Company, on a fully-converted, fully-diluted
basis, shall enter into the same agreement.
3. Demand Registration. (a) Following the Effective Date and
subject to Section 5.2, the Holder is entitled once to request in writing that
all or part of the Registrable Shares shall be registered under the Securities
Act ("Demand"). Such Demand must request the registration of shares in a minimum
of two million United States Dollars ($2,000,000). Thereupon, the Company shall
effect the registration, on Form F-1 or on Form F-3 (or any successor form for
securities to be offered in a transaction of the type referred to in Rule 415
under the Securities Act, and any related qualification or compliance), of all
Registrable Shares as to which it has received such request for registration as
promptly as practicable; provided, however,
2
{PAGE}
that the Company shall not be required to effect any registration under this
Section 3 within a period of 180 (one hundred and eighty) days, (but shall be
required to prepare and file the registration statement within such period),
following the effective date of a previous registration in which the Holder had
the right to participate pursuant to Section 2 (Should the lock-up in accordance
with Section 11 below be for a period shorter than 180 days, then the 180 period
of the preceding sentence shall be shortened accordingly).
(b) In the event that the Holder shall exercise the Warrants in full
365227
|
NUR Macroprinter
As referenced in this Registration Rights Agreement:
NUR Macroprinters Ltd – txt
{DESCRIPTION}EXHIBIT 4.9
{TEXT}
{PAGE}
EXHIBIT 4.9
REGISTRATION RIGHTS AGREEMENT
-----------------------------
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of the
__day of January, 2002 by and among:
NUR Macroprinters Ltd ., a company organized under the laws of the State of
Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel
Silver Street, Lod, Israel (the "Company");
_____________
Nur Macroprinters Ltd – an original, but all of which together
shall constitute one instrument. This Agreement may be executed by facsimile
signatures.
11
{PAGE}
IN WITNESS WHEREOF the parties have signed this Agreement.
Nur Macroprinters Ltd .
By: ______________________
Date: _____________________
The Investment Corp. of United Mizrahi Bank Ltd.
By: __________________
Date: _________________
12
{/TEXT}
{/DOCUMENT}
_____________
dt 1317943
| |
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Registration Rights Agreement
Registration Rights Agreement (24K)
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of the 12
day of February, 2002 by and among:
NUR Macroprinters Ltd., a company organized under the laws of the State of
Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel
Silver Street, Lod, Israel (the "Company"); and
Bank Hapoalim B.M., a company organized under the laws of the State of Israel,
registered under number________, with offices at _________ (the "Holder").
RECITALS:
WHEREAS the Company has issued to the Holder a certain Warrant dated
February 12, 2002, (the "Warrant") to purchase a 70,000 Ordinary Shares of the
Company, par value NIS 1.00 per share (the "Warrant Shares"); and
WHEREAS the Company hereby undertakes to register the Warrant Shares
underlying the Warrant in accordance with the provisions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
1. Definitions.
Unless otherwise defined herein, all capitalized terms shall have
the meaning ascribed thereto in the Warrant Agreement (as defined below). As
used herein, the following terms have the following meaning:
"Commission" refers to the Securities and Exchange Commission.
"Effective Date" shall have the meaning as set forth in the Warrant
Agreement.
"Register", "registered", and "registration" refer to a registration
effected by filing a registration statement in compliance with the Securities
Act and the declaration or ordering by the Commission of effectiveness of such
registration statement, or the equivalent actions under the laws of another
jurisdiction.
"Registrable Shares" means the Company's Ordinary Shares issuable
upon the exercise of the Warrant .
1
{PAGE}
"Securities Act" shall mean the U.S. Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
2. Piggyback Registration. If the Company at any time following the
Effective Date, proposes to register any of its securities (other than a
registration statement on Form S-8 or any successor form for securities to be
offered to employees of the Company pursuant to any employee benefit plan or a
registration statement on form F-4 or any other successor form), for its own
account or for the account of any other person, it shall give notice to the
Holder of such intention. Upon the written request of the Holder given within
twenty (20) days after receipt of any such notice, the Company shall include in
such registration all of the Registrable Shares indicated in such request, so as
to permit the disposition of the shares so registered in the manner requested by
the Holder. Notwithstanding any other provision of this Section 2, with respect
to an underwritten initial public offering by the Company, if the managing
underwriter advises the Company in writing that marketing or other factors
require a limitation of the number of shares to be underwritten, then there
shall be excluded from such registration and underwriting to the extent
necessary to satisfy such limitation, shares held by the Holder and by other
shareholders of the Company who are entitled to have their shares included in
such registration, pro rata among them to the extent necessary to satisfy such
limitation. To the extent Registrable Shares are excluded from such
underwriting, the Holder shall agree not to sell its Registrable Shares included
in the registration statement for such period, not to exceed 180 days, as may be
required by the managing underwriter, and the Company shall keep effective and
current such registration statement for such period as may be required to enable
the Holder to complete the distribution and resale of its Registrable Shares.
Notwithstanding the provisions of this Section 2, the Company shall have the
right at any time after it shall have given notice to the Holder, to elect not
to file any such proposed registration statement.
3. Termination of Registration Rights
3.1 The Holder shall not be entitled to exercise any right provided
for in Section 2, after four years following the date of the closing of the
Warrant Agreement.
3.2 In addition, the right of the Holder to request registration
pursuant to Sections 2 shall terminate upon such date that all Registrable
Shares held or entitled to be held upon conversion by the Holder may be sold
without volume limitations under Rule 144 (or any successor rule).
4. Designation of Underwriter.
In the case of any registration initiated by the Company, the
Company shall have the right to designate the managing underwriter in any
underwritten offering.
2
{PAGE}
5. Expenses. All expenses incurred in connection with any registration
under Section 2 shall be borne by the Company; provided, however, that the
Holder shall pay its pro rata portion of the discounts payable to any
365229
|
NUR Macroprinter
As referenced in this Registration Rights Agreement:
NUR Macroprinters Ltd – 4.11
{TEXT}
{PAGE}
EXHIBIT 4.11
SCHEDULE 7
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of the 12
day of February, 2002 by and among:
NUR Macroprinters Ltd ., a company organized under the laws of the State of
Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel
Silver Street, Lod, Israel (the "Company");
_____________
Nur Macroprinters Ltd – shall be an original, but all of which together
shall constitute one instrument. This Agreement may be executed by facsimile
signatures.
IN WITNESS WHEREOF the parties have signed this Agreement.
Nur Macroprinters Ltd .
By: ______________________
Date: _____________________
Bank Hapoalim B.M.
By: __________________
Date: _________________
8
{/TEXT}
{/DOCUMENT}
_____________
dt 1317945
| |
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| 2002 |
Registration Rights Agreement
Registration Rights Agreement (25K)
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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of the 12
day of February, 2002 by and among:
NUR Macroprinters Ltd., a company organized under the laws of the State of
Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel
Silver Street, Lod, Israel (the "Company"); and
Bank Leumi le-Israel Ltd., a company organized under the laws of the State of
Israel, registered under number________, with offices at _________ (the
"Holder").
RECITALS:
WHEREAS the Company has issued to the Holder a certain Warrant dated
February 12, 2002, (the "Warrant") to purchase a 50,000 Ordinary Shares of the
Company, par value NIS 1.00 per share (the "Warrant Shares"); and
WHEREAS the Company hereby undertakes to register the Warrant Shares
underlying the Warrant in accordance with the provisions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows:
1. Definitions.
Unless otherwise defined herein, all capitalized terms shall
have the meaning ascribed thereto in the Warrant Agreement (as defined below).
As used herein, the following terms have the following meaning:
"Commission" refers to the Securities and Exchange Commission.
"Effective Date" shall have the meaning as set forth in the
Warrant Agreement.
"Register", "registered", and "registration" refer to a
registration effected by filing a registration statement in compliance with the
Securities Act and the declaration or ordering by the Commission of
effectiveness of such registration statement, or the equivalent actions under
the laws of another jurisdiction.
"Registrable Shares" means the Company's Ordinary Shares
issuable upon the exercise of the Warrant .
{PAGE}
"Securities Act" shall mean the U.S. Securities Act of 1933,
as amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
2. Piggyback Registration. If the Company at any time following the
Effective Date, proposes to register any of its securities (other than a
registration statement on Form S-8 or any successor form for securities to be
offered to employees of the Company pursuant to any employee benefit plan or a
registration statement on form F-4 or any other successor form), for its own
account or for the account of any other person, it shall give notice to the
Holder of such intention. Upon the written request of the Holder given within
twenty (20) days after receipt of any such notice, the Company shall include in
such registration all of the Registrable Shares indicated in such request, so as
to permit the disposition of the shares so registered in the manner requested by
the Holder. Notwithstanding any other provision of this Section 2, with respect
to an underwritten initial public offering by the Company, if the managing
underwriter advises the Company in writing that marketing or other factors
require a limitation of the number of shares to be underwritten, then there
shall be excluded from such registration and underwriting to the extent
necessary to satisfy such limitation, shares held by the Holder and by other
shareholders of the Company who are entitled to have their shares included in
such registration, pro rata among them to the extent necessary to satisfy such
limitation. To the extent Registrable Shares are excluded from such
underwriting, the Holder shall agree not to sell its Registrable Shares included
in the registration statement for such period, not to exceed 180 days, as may be
required by the managing underwriter, and the Company shall keep effective and
current such registration statement for such period as may be required to enable
the Holder to complete the distribution and resale of its Registrable Shares.
Notwithstanding the provisions of this Section 2, the Company shall have the
right at any time after it shall have given notice to the Holder, to elect not
to file any such proposed registration statement.
3. Termination of Registration Rights
3.1 The Holder shall not be entitled to exercise any right
provided for in Section 2, after four years following the date of the closing of
the Warrant Agreement.
3.2 In addition, the right of the Holder to request
registration pursuant to Sections 2 shall terminate upon such date that all
Registrable Shares held or entitled to be held upon conversion by the Holder may
be sold without volume limitations under Rule 144 (or any successor rule).
4. Designation of Underwriter.
In the case of any registration initiated by the Company, the
Company shall have the right to designate the managing underwriter in any
underwritten offering.
2
{PAGE}
5. Expenses. All expenses incurred in connection with any registration
under Section 2 shall be borne by the Company; provided, however, that the
Holder shall pay its pro rata portion of the discounts payable to any
365231
|
NUR Macroprinter
As referenced in this Registration Rights Agreement:
NUR Macroprinters Ltd – 4.13
{TEXT}
{PAGE}
EXHIBIT 4.13
SCHEDULE 7
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of the 12
day of February, 2002 by and among:
NUR Macroprinters Ltd ., a company organized under the laws of the State of
Israel, registered under number 52-003986-8, with offices at 12 Abba Hilel
Silver Street, Lod, Israel (the "Company");
_____________
Nur Macroprinters Ltd – shall be an original, but all of which together
shall constitute one instrument. This Agreement may be executed by facsimile
signatures.
IN WITNESS WHEREOF the parties have signed this Agreement.
Nur Macroprinters Ltd .
By: ______________________
Date: _____________________
Bank Leumi le-Israel Ltd.
By: __________________
Date: _________________
8
{/TEXT}
{/DOCUMENT}
_____________
dt 1317946
| |
Preview
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Registration Rights Agreement
Registration Rights Agreement (30K)
Doc #1057626: Click preview link for longer preview.
20-F
Exhibit 2.32
REGISTRATION RIGHTS
AGREEMENT
This
Registration Rights Agreement (this “Agreement”) is made as of March 7,
2005 by and among NUR Macroprinters Ltd., a company organized under the laws of the State
of Israel, registered under number 52-003986-8, with its offices at 12 Abba Hillel Silver
Street, Lod, Israel (the “Company”) and Dan Purjes with his address at
830 Third Avenue, 14th Floor, New York, NY 10022, United States (the
“Holder”). . . .
1057626
|
NUR Macroprinter
As referenced in this Registration Rights Agreement:
NUR Macroprinters Ltd –
20-F
Exhibit 2.32
REGISTRATION RIGHTS
AGREEMENT
This
Registration Rights Agreement (this “Agreement”) is made as of March 7,
2005 by and among NUR Macroprinters Ltd ., a company organized under the laws of the State
of Israel, registered under number 52-003986-8, with its offices at 12 Abba Hillel Silver
Street, Lod, Israel (the &#
_____________
NUR Macroprinters Ltd – s address as set forth
below:
If to the Holder:
If to the Company:
830 Third Avenue, 14th Floor
New York, NY 10022
United States
Facsimile: +1 212 581 5193
NUR Macroprinters Ltd .
Attn: David Amir, CEO
P.O. Box 1281
12 Abba Hillel Silver Street
Lod 71111
Israel
Facsimile: +972-8-9218918
or
such other address with respect to a party
_____________
NUR Macroprinters Ltd – constitute one instrument. This Agreement may be executed by exchange of
signatures via facsimile.
In
Witness Whereof, the parties have signed this Agreement, as of the date first
appearing above.
NUR Macroprinters Ltd .
By: /s/ David Amir
——————————————
Name: David Amir
Title: President and Chief Executive Officer
/s/ Dan
_____________
dt 1317954
| |
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| 2004 |
Securities Purchase Agreement
Securities Purchase Agreement (83K)
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SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this �Agreement�) is dated as of March 31, 2004, by and among NUR Macroprinters Ltd., an Israeli corporation (the �Company�), and the purchasers listed on Schedule 1 hereto and who are signatories hereto (each a �Purchaser� and collectively, the �Purchasers�).
WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act (as defined below), and . . .
365179
|
NUR Macroprinter
As referenced in this Securities Purchase Agreement:
NUR Macroprinters Ltd – F-3
EX-99 2 exhibit_4-5.htm
Exhibit 4.5
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this Agreement) is dated as of March 31, 2004, by and among NUR Macroprinters Ltd ., an Israeli corporation (the Company), and the purchasers listed on Schedule 1 hereto and who are signatories hereto (each a Purchaser and collectively, the Purchasers).
WHEREAS, subject to the
_____________
NUR Macroprinters Ltd – and communications to the Company shall be as set forth below and for each Purchaser shall be as set forth on the signature pages attached hereto.
If to the Company:
NUR Macroprinters Ltd .
12 Abba Hillel Silver Street
P.O. Box 1281
Lod 71111
ISRAEL
Attention: Chief Executive Officer
Telephone: +972-8-9145555
Facsimile: +972-8-9218918
20
5.4 Amendments; Waivers.
_____________
NUR MACROPRINTERS LTD – Blank)
25
IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.
NUR MACROPRINTERS LTD .
BY:
David Amir
Chief Executive Officer
26
PURCHASERS SIGNATURE PAGE
BY:
Name:
Title:
Address
Facsimile Number
Tax I.D. #
Subscription Amount:$_______________
BY:
Name:
Title:
Address
Facsimile Number
Tax
_____________
dt 1317917
| |
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| 2008 |
Securities Purchase Agreement
Securities Purchase Agreement (46K)
Doc #3274569: Click preview link for longer preview.
SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this �Agreement�), dated as of February 21, 2008, by and among Menachem Raphael (the �Purchaser�) and the sellers listed on Schedule I hereto (each a �Seller� and collectively, the �Sellers�).
W I T N E S S E T H:
WHEREAS, the Sellers own ordinary shares, par value NIS 1.0 per share (�Ordinary Shares�), of Nur Macroprinters Ltd., a company organized under the laws of the State of Israel (the �Company�), and warrants to purchase Ordinary Shares of the Company (the �Warrants� and together with the Ordinary . . .
3274569
|
NUR Macroprinter
As referenced in this Securities Purchase Agreement:
Nur Macroprinters Ltd – and collectively, the ?Sellers?).
W I T N E S S E T H:
WHEREAS, the Sellers own ordinary shares, par value NIS 1.0 per share (?Ordinary Shares?), of Nur Macroprinters Ltd ., a company organized under the laws of the State of Israel (the ?Company?), and warrants to purchase Ordinary Shares of the Company (the ?Warrants? and together with the Ordinary
_____________
dt 1872185
| |
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| 2008 |
Securities Purchase Agreement
Securities Purchase Agreement (21K)
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SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this �Agreement�), dated as of February 21, 2008, by and among Kanir Joint Investments (2005) Limited Partnership, a limited partnership organized under the laws of the State of Israel (the �Purchaser�), and Mr. Menahem Raphael (the �Seller�).
W I T N E S S E T H:
WHEREAS, the parties desire that the Purchaser purchase the Securities (as defined below) from the holders thereof;
WHEREAS, the Purchaser currently does not have the funds available to finance the purchase of the Securities;
WHEREAS, the . . .
3274570
|
NUR Macroprinter
As referenced in this Securities Purchase Agreement:
Nur Macroprinters Ltd – Purjes and certain affiliates of his (the ?Purjes Group?) to purchase the Ordinary Shares, par value $1.00 per share (?Ordinary Shares?), and warrants to purchase Ordinary Shares (?Warrants?) of Nur Macroprinters Ltd ., a company organized under the laws of the State of Israel (the ?Company?), as set forth on Schedule 1 hereto and (ii) will soon sign a share purchase agreement
_____________
dt 1872186
| |
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Securities Purchase Agreement
Securities Purchase Agreement (23K)
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SECURITIES PURCHASE AGREEMENT
SECURITIES PURCHASE AGREEMENT (this �Agreement�), dated as of February 24, 2008, by and among Kanir Joint Investments (2005) Limited partnership, organized under the laws of the State of Israel (the �Purchaser�) and the sellers listed on Schedule I hereto (each a �Seller� and collectively, the �Sellers�).
W I T N E S S E T H:
WHEREAS, the Sellers own ordinary shares, par value NIS 1.00 per share (the �Securities�), of Nur Macroprinters Ltd., a company organized under the laws of the State of Israel (the �Company�), as set forth . . .
3274571
|
NUR Macroprinter
As referenced in this Securities Purchase Agreement:
Nur Macroprinters Ltd – and collectively, the ?Sellers?).
W I T N E S S E T H:
WHEREAS, the Sellers own ordinary shares, par value NIS 1.00 per share (the ?Securities?), of Nur Macroprinters Ltd ., a company organized under the laws of the State of Israel (the ?Company?), as set forth on Schedule I hereto; and
WHEREAS, subject to the terms and conditions set
_____________
dt 1872187
| |
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| 2008 | | | |
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| 2002 |
Share Option Agreement
Share Option Agreement (25K)
Doc #365242: Click preview link for longer preview.
SHARE OPTION AGREEMENT
Effective as of the ____ day of ___________, _______
By and between
NUR Macroprinters Ltd.
12 Abba Hilel Silver
Lod Israel
(the "Company")
of the first part
and
____________ (NAME)
__________________
_____________(ADDRESS)
(the "Optionee")
of the second part
PREAMBLE
Whereas The Company has adopted its ______ Stock Option Plan, as amended,
a copy of which is attached hereto as Appendix A (the "Plan"). The
Company has been given the right to grant Stock Options to certain
individuals rendering services to the Company's subsidiary NUR
Asia Pacific Ltd. (the "Employer"); and
Whereas The Company has determined that the Optionee be granted under the
Plan options exercisable into Ordinary Shares NIS1.0 par value of
the Company ("Shares"); and
Whereas the Optionee has elected to have options, in a number as set forth
in Appendix B, granted to him, all subject to the terms and
conditions hereinafter provided (the "Options").
NOW, THEREFORE, it is agreed as follows:
1. Interpretation
1.1 The Preamble and the Appendices to this Agreement constitute an
integral part hereof.
1.2 Unless otherwise defined herein, capitalised terms used herein shall
have the meaning ascribed to them in the Plan.
2. Grant of Option
2.1 The Company hereby grants the Optionee the Options exercisable into up
to the number of Shares as set forth in Appendix B (the "Option
Shares") against payment of an exercise price per Share as set forth in
such Appendix B (the "Exercise Price"), on the terms and subject to the
conditions hereinafter provided.
The Exercise Price will be paid in U.S. dollars on the date of giving
the notice of exercise (as set forth in Section 5.1 hereinafter).
2.2 The Optionee is aware that the Company intends to issue additional
Shares or other securities
{PAGE}
2
convertible into Shares, in the future to various entities and
individuals, as the Company at its sole discretion shall determine.
3. Period of Option and Conditions for Exercise
3.1 The term of this Agreement shall commence on the date hereof (the "Date
of Grant") and terminate at the Expiration Date (as defined in Section
6 below), or at the time at which the Option is completely terminated
pursuant to the terms of the Plan or pursuant to this Agreement.
3.2 The Options may be exercised by the Optionee in whole at any time or in
part from time to time, as determined by the Board, and to the extent
that the Options become vested and excercisable, prior to the
Expiration Date, and provided that, subject to the provisions of
Section 3.4 below, the Optionee is an employee of the Company or any of
its affiliates, at all times during the period beginning with the
granting of the Option and ending upon the date of exercise.
3.3 Subject to the provisions of Section 3.4 below, in the event of
termination of the Optionee's employment with the Company or any of its
affiliates, all Options granted to him will immediately expire. A
notice of termination of employment by either the Company or the
Optionee shall be deemed to constitute termination of employment.
3.4 Notwithstanding anything to the contrary hereinabove, an Option may be
exercised within an additional period after the date of termination of
Optionee's employment with the Company or any subsidiary of the
Company, but only with respect to the number of Options already vested
at the time of such termination, as set forth in Section 4 below, and
provided such period shall not exceed the period during which the
Options by their terms would otherwise have been exercisable, if: (i)
prior to the date of such termination, the Committee shall authorise an
extension of the terms of all or part of the Options beyond the date of
such termination, (ii) termination is without Cause (as defined below),
in which event any Options still in force and unexpired may be
exercised within a period of three (3) months from the date of such
termination, but only with respect to the number of Option Shares
purchasable at the time of such termination, according to the vesting
periods of the Options, (iii) termination is the result of death or
disability of the Optionee, in which event the vested Options may be
exercised within a period of 12 (twelve) months from the date of
termination. The term "Cause" shall mean any action, omission or state
of affairs related to the Optionee, which the Committee or the Board
decides, at its sole discretion, is against the interests of the
Company.
3.5 The Options may be exercised only to purchase whole Shares, and in no
case may a fraction of a Share be purchased. If any fractional Shares
would be deliverable upon exercise, such fraction shall be rounded up
one-half or more, or otherwise rounded down, to the nearest whole
number.
4. Vesting
Subject to the requirements as to the number of Option Shares for which
an Option are exercisable, Options shall vest (i.e., Options shall
become exercisable) at the dates set forth in Appendix B.
365242
|
NUR Macroprinter
As referenced in this Share Option Agreement:
NUR Macroprinters Ltd – 6
{FILENAME}ex99-d4.txt
{DESCRIPTION}EXHIBIT 99(D)(4)
{TEXT}
{PAGE}
Exhibit (d)(4)
SHARE OPTION AGREEMENT
Effective as of the ____ day of ___________, _______
By and between
NUR Macroprinters Ltd .
12 Abba Hilel Silver
Lod Israel
(the "Company")
of the first part
and
____________ (NAME)
__________________
_____________(ADDRESS)
(the "Optionee")
of the second part
PREAMBLE
Whereas The Company has
_____________
Nur Macroprinters Ltd – by any governmental
agencies or national securities exchanges as may required.
10. Continuance of Employment
10.1 Nothing in this Agreement shall be construed to constitute an
employment agreement with Nur Macroprinters Ltd . Furthermore, without
limiting the validity of the provision immediately preceding, nothing
in this Agreement shall be construed to impose any obligation on the
Company or an affiliate, if applicable,
_____________
NUR Macroprinters Ltd – Optionee and the Company's authorised member and has received the
approval of the Board.
IN WITNESS WHEREOF, the Company executed this Option Agreement as a deed in
duplicate.
______________________
NUR Macroprinters Ltd .
By: __________________
The undersigned hereby accepts, and agrees to, all terms and provisions of the
foregoing Agreement and executes this Agreement as a deed.
_____________________
The Optionee
Name:
Witness
_____________
NUR Macroprinters Ltd – terms and provisions of the
foregoing Agreement and executes this Agreement as a deed.
_____________________
The Optionee
Name:
Witness Name: ________________
Occupation: ________________
Address: ________________
________________
{PAGE}
7
Appendix A
NUR Macroprinters Ltd .
______ Stock Option Plan
(as amended)
{PAGE}
8
Appendix B
Terms of the Option
{TABLE}
{S} {C}
1. Name of the Optionee: .................. (as employee for Nur Asia Pacific)
___________________________________________________________________
_____________
Nur Macroprinters Ltd – schedule ..................
..................
{TABLE}
{CAPTION}
_______________________________________________________________________________________________________________________
Number of Options Vesting Date
_______________________________________________________________________________________________________________________
{S} {C}
.................. ..................
_______________________________________________________________________________________________________________________
.................. ..................
_______________________________________________________________________________________________________________________
{/TABLE}
* Share Price on date of Grant: US$ ..................
{PAGE}
9
Appendix C
NOTICE OF EXERCISE
To
Nur Macroprinters Ltd .
12 Abba Hilel Silver
Lod, Israel
Re: Notice of Exercise of Share Options
I hereby inform you that in accordance with terms of the agreement entered into
between Nur
_____________
dt 1317947
| |
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| 2002 |
Share Option Agreement
Share Option Agreement (17K)
Doc #365244: Click preview link for longer preview.
SHARE OPTION AGREEMENT
NUR Macroprinters Ltd.
12 Abba Hilel Silver St., P.O. Box 1281, Lod 71111, Israel
NUR Macroprinters Ltd. (the "Company") is pleased to inform you that as an
employee of its subsidiary or affiliate ___________________________________
(hereinafter: the "Employer"), you have been selected to receive stock options
to purchase shares of common stock of Nur Macroprinters Ltd. according to the
terms and conditions hereinafter provided. The terms and conditions of the
companies stock option plan, applicable hereto, . . .
365244
|
NUR Macroprinter
As referenced in this Share Option Agreement:
NUR Macroprinters Ltd – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}8
{FILENAME}ex99-d6.txt
{DESCRIPTION}EXHIBIT 99(D)(6)
{TEXT}
{PAGE}
Exhibit (d)(6)
SHARE OPTION AGREEMENT
NUR Macroprinters Ltd .
12 Abba Hilel Silver St., P.O. Box 1281, Lod 71111, Israel
NUR Macroprinters Ltd. (the "Company") is pleased to inform you that as an
employee of its subsidiary
_____________
NUR Macroprinters Ltd – d6.txt
{DESCRIPTION}EXHIBIT 99(D)(6)
{TEXT}
{PAGE}
Exhibit (d)(6)
SHARE OPTION AGREEMENT
NUR Macroprinters Ltd.
12 Abba Hilel Silver St., P.O. Box 1281, Lod 71111, Israel
NUR Macroprinters Ltd . (the "Company") is pleased to inform you that as an
employee of its subsidiary or affiliate ___________________________________
(hereinafter: the "Employer"), you have been selected to receive stock options
to
_____________
Nur Macroprinters Ltd – inform you that as an
employee of its subsidiary or affiliate ___________________________________
(hereinafter: the "Employer"), you have been selected to receive stock options
to purchase shares of common stock of Nur Macroprinters Ltd . according to the
terms and conditions hereinafter provided. The terms and conditions of the
companies stock option plan, applicable hereto, are as set forth in the document
1997 Stock
_____________
Nur Macroprinters Ltd – to an Optionee until all required
payments have been fully made.
10. Continuance of Employment
10.1 Nothing in this Agreement shall be construed to constitute an
employment agreement with Nur Macroprinters Ltd . Furthermore, without
limiting the validity of the provision immediately preceding, nothing
in this Agreement shall be construed to impose any obligation on the
Company, the Employer or an affiliate
_____________
NUR Macroprinters Ltd – the Company's authorised
representative and has received the approval of the Board.
IN WITNESS WHEREOF, the Company executed this Option Agreement in duplicate on
the date first mentioned above.
NUR Macroprinters Ltd .
By: __________________
The undersigned hereby acknowledges that he/she has received a copy of the 1997
Stock Option Plan (as amended) and accepts and agrees to all terms and
_____________
dt 1317949
| |
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Share Option Agreement
Share Option Agreement (24K)
Doc #365245: Click preview link for longer preview.
SHARE OPTION AGREEMENT
(Section 102 to the Income Tax Ordinance)
Made and entered as of the ___ day of ______, 2001
By and between
NUR Macroprinters Ltd.
(previously, NUR Advanced Technologies Ltd.)
ID # 52-003986-8, of
12 Abbba Hilel Silver, LOD
(the "Company")
of the first part
. . .
365245
|
NUR Macroprinter
As referenced in this Share Option Agreement:
NUR Macroprinters Ltd – Company Copy __________
Optionee Copy __________
SHARE OPTION AGREEMENT
(Section 102 to the Income Tax Ordinance)
Made and entered as of the ___ day of ______, 2001
By and between
NUR Macroprinters Ltd .
(previously, NUR Advanced Technologies Ltd.)
ID # 52-003986-8, of
12 Abbba Hilel Silver, LOD
(the "Company")
of the first part
and
Mr./Ms.___________________
ID # _________, of
___________
_____________
Nur
Macroprinters Ltd – may not be sold, transferred or assigned in
the absence of an effective registration statement for these Shares
under the United States Securities Act of 1933, or an opinion of Nur
Macroprinters Ltd 's counsel, that registration is not required under
the said Act."
10. Continuance of Employment
Nothing in this Agreement shall be construed to impose any obligation
on the Company
_____________
NUR Macroprinters Ltd – authorized member and has received the
approval of the Board.
IN WITNESS WHEREOF, the Company executed this Option Agreement in duplicate on
the day and year first above written.
______________________
NUR Macroprinters Ltd .
By: __________________
The undersigned hereby accepts, and agrees to, all terms and provisions of the
foregoing Agreement.
_____________________
The Optionee
Name: _______________
6
{PAGE}
Appendix A
NUR Macroprinters Ltd.
_____________
NUR Macroprinters Ltd – ______________________
NUR Macroprinters Ltd.
By: __________________
The undersigned hereby accepts, and agrees to, all terms and provisions of the
foregoing Agreement.
_____________________
The Optionee
Name: _______________
6
{PAGE}
Appendix A
NUR Macroprinters Ltd .
_______ Stock Option Plan
7
{PAGE}
Appendix B
Terms of the Option
{TABLE}
{S} {C}
1. Name of the Optionee:
_________________________________________________
2. Number of Options granted:
_________________________________________________
3. Expiration
_____________
NUR Macroprinters Ltd – Options Vesting Date Exercise Price
-------------------------------------------------------------------------------------------------------
{S} {C} {C}
12 months from the Date of Grant
-------------------------------------------------------------------------------------------------------
22 months from the Date of Grant
-------------------------------------------------------------------------------------------------------
36 months from the Date of Grant
-------------------------------------------------------------------------------------------------------
{/TABLE}
NUR Macroprinters Ltd . Optionee:
BY: Signature:
---------------------- ----------------
Title: Printed Name:
------------------- -------------
8
{/TEXT}
{/DOCUMENT}
_____________
dt 1317950
| |
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Share Option Agreement
Share Option Agreement (20K)
Doc #365246: Click preview link for longer preview.
SHARE OPTION AGREEMENT
(Section 3(i) to the Income Tax Ordinance)
Made and entered in Magshimim as of the ___ day of ______, 2000
By and between
NUR Macroprinters Ltd.
(previously, NUR Advanced Technologies Ltd.)
ID # 52-003986-8, of
5 David Navon St.
Magshimim
(the "Company")
. . .
365246
|
NUR Macroprinter
As referenced in this Share Option Agreement:
NUR Macroprinters Ltd – Optionee Copy _______
SHARE OPTION AGREEMENT
(Section 3(i) to the Income Tax Ordinance)
Made and entered in Magshimim as of the ___ day of ______, 2000
By and between
NUR Macroprinters Ltd .
(previously, NUR Advanced Technologies Ltd.)
ID # 52-003986-8, of
5 David Navon St.
Magshimim
(the "Company")
of the first part
and
Mr./Ms._____________
ID # ___________, of
___________
_____________
NUR Macroprinters Ltd – authorized member and has received the
approval of the Board.
IN WITNESS WHEREOF, the Company executed this Option Agreement in duplicate on
the day and year first above written.
______________________
NUR Macroprinters Ltd .
By: __________________
The undersigned hereby accepts, and agrees to, all terms and provisions of the
foregoing Agreement.
_____________________
The Optionee
Name: _______________
5
{PAGE}
Appendix A
NUR Macroprinters Ltd.
_____________
NUR Macroprinters Ltd – ______________________
NUR Macroprinters Ltd.
By: __________________
The undersigned hereby accepts, and agrees to, all terms and provisions of the
foregoing Agreement.
_____________________
The Optionee
Name: _______________
5
{PAGE}
Appendix A
NUR Macroprinters Ltd .
________ Stock Option Plan
(as amended)
6
{PAGE}
Appendix B
Terms of the Option
{TABLE}
{S} {C}
1. Name of the Optionee:
_________________________________________________
2. Number of Options granted:
_________________________________________________
_____________
dt 1317951
| |
| Full Doc
| 2007 |
Subscription Agreement
Subscription Agreement (38K)
Doc #2902590: This document is immediately available for purchase, but does not have a preview available for viewing.
2902590
| | |
Preview
Full Doc
| 2002 |
Lease Agreement
Lease Agreement (55K)
Doc #117536: Click preview link for longer preview.
LEASE AGREEMENT
THIS LEASE AGREEMENT (as hereinafter defined, this "Lease") is made
effective as of the lst day of July, 2001 (the "Effective Date"), by and between
RAM Global, Ltd., Texas limited partnership (as hereinafter defined,
"Landlord"), and Salsa Digital Printers, Ltd., a Delaware corporation (as
hereinafter defined, "Tenant").
W I T N E S S E T H:
1. Definitions. When used in this Lease and not otherwise defined, the
following capitalized terms shall have the respective meanings as follows:
"ADA" shall have the meaning set forth in Paragraph 16 of this Lease.
"Affiliate" shall mean, with respect to any person, any other person
controlling, controlled by, or under common control with such person.
"Base Rent" shall have the meaning set forth in Paragraph 5 of this
Lease.
"Buildings" shall mean the buildings located on the real property
described in Exhibit "A" and containing the interior portions of the Premises,
it being acknowledged by the parties that Landlord or others claiming through
Landlord may use the remaining portions of the Buildings.
"Environmental Health and Safety Laws" shall mean the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, the Resource
Conservation and Recovery Act of 1976, the Clean Air Act, the Federal Water
Pollution Control Act, the Hazardous Materials Transportation Act, the Safe
Drinking Water Act, the Toxic Substances Control Act, the Medical Waste Tracking
Act, the Occupational Safety and Health Act of 1970, as amended, together with
all other laws (including rules, regulations, codes, injunctions, judgments,
orders, decrees, and rulings thereunder) of federal, state, local, and foreign
governments (and all agencies thereof) concerning pollution or protection of the
environment, public health and safety, or employee health and safety
(specifically including the Occupational Safety and Health Administration), all
as the same now exist or hereafter may be amended.
"Hazardous Materials" shall mean any waste or other substance that is
listed, defined, designated, or classified as, or otherwise determined to be,
hazardous, radioactive, or toxic or a pollutant or a contaminant under or
pursuant to any of the Environmental, Health, and Safety Laws, including but not
limited to any admixture or solution thereof, and specifically including but not
limited to waste oil, petroleum and all derivatives thereof or synthetic
substitutes therefor and friable asbestos
117536
|
NUR Macroprinter
As referenced in this Lease Agreement:
NUR Macroprinters
– TX 78212
If to Tenant:
Salsa Digital Printers, Ltd.
4671 Highway 90 West
San Antonio, Texas 78237
Attn: Mr. Rick Clarke
Copy to:
NUR Macroprinters
12 Abba Hillel Silver Street
P.O. Box 1281
Lod, Israel 71111
Attn: Mr. Hilel Kramer
31. Construction of Lease Terms. Irrespective
_____________
dt 226082
;
RAM Global, Ltd.;
| Salsa Digital Printers, Ltd.
|
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| 2005 |
Voting Agreement
Voting Agreement (67K)
Doc #1057679: Click preview link for longer preview.
6-K
Exhibit 2
VOTING
AGREEMENT
This
Voting Agreement made as of January 23, 2005, among Dan Purjes (the "Principal
Shareholder"), NUR Macroprinters Ltd. (the "Company").
Whereas,
the Principal Shareholder and Company believe that it is in the best interest of the
parties to provide the Company with the power to make substantive decisions regarding the
voting of certain securities of the Company . . .
1057679
|
NUR Macroprinter
As referenced in this Voting Agreement:
NUR Macroprinters Ltd –
6-K
Exhibit 2
VOTING
AGREEMENT
This
Voting Agreement made as of January 23, 2005, among Dan Purjes (the "Principal
Shareholder"), NUR Macroprinters Ltd . (the "Company").
Whereas,
the Principal Shareholder and Company believe that it is in the best interest of the
parties to provide the Company with the power to make substantive
_____________
NUR Macroprinters Ltd – the Principal Shareholder, to:
Dan Purjes
830 Third Avenue, 14th Floor
New York, NY 10022
United States
Facsimile: +1 212 581 5193
dan@rockwoodgroup.com
if to the Company, to:
NUR Macroprinters Ltd .
12 Abba Hillel Silver Street
P.O. Box 1281
Lod 71111
Israel
Facsimile: +972-8-9218918
e-mail address: cfo@nur.com
or
to such other address as the
_____________
NUR Macroprinters Ltd – drafting, review and negotiation of this
Agreement.
In
Witness Whereof, Company and the Principal Shareholders have executed this Agreement
and have set forth as of the date first above written.
NUR Macroprinters Ltd .
BY: /S/ David Amir
——————————————
Name: David Amir
Title: President and Chief Executive Officer
BY: /S/
_____________
NUR Macroprinters Ltd – A VOTING AGREEMENT, A COPY OF
SUCH AGREEMENT MAY BE OBTAINED WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS
PRINCIPAL PLACE OF BUSINESS.
to purchase
Ordinary Shares
of
NUR Macroprinters Ltd .
at an exercise price of
$0.75 per share
VOID AFTER 17:00 p.m.
(prevailing Tel Aviv time)
On the Expiration Date
(as hereinafter defined)
No. W-___
_____________
NUR
Macroprinters Ltd – exercise price of
$0.75 per share
VOID AFTER 17:00 p.m.
(prevailing Tel Aviv time)
On the Expiration Date
(as hereinafter defined)
No. W-___
Date: ________, 2005
NUR
Macroprinters Ltd ., an Israeli company with its principal offices at 12 Abba Hillel Silver
Street, Lod, Israel (the “Company”), hereby grants to Dan Purjes (the
“Holder”), the
_____________
dt 1317955
;
|
EFI
As referenced in this Voting Agreement:
Electronics For Imaging, Inc – Agreement, and provided further, that the Transfer by the
transferee will be subject to the conditions of this Section 5.1.2 during the
Restricted Period.
5.1.3. To
Electronics For Imaging, Inc . (“EFI”); provided, however, that
such Transfer shall only be made through a private transaction, and provided
further, that EFI reasonably acknowledges to the Company in writing that
_____________
dt 1365075
|
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| 2004 |
Warrant
Warrant (49K)
Doc #365184: Click preview link for longer preview.
Form of Warrant Agreement, dated March 31, 2004
between the Registrant and the Placement Agent (X Securities Ltd.)
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE . . .
365184
|
NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $0.62 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
March
_____________
NUR MACROPRINTERS LTD – a price of $0.62 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
March 31, 2004
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at 12 Abba Hillel Silver Street, Lod, Israel (the "Company"), hereby grants to X Securities Ltd. (the "Holder"), the right to purchase,
_____________
NUR Macroprinters Ltd – consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above.
NUR Macroprinters Ltd .
By: ________________________
Name: David Amir
Title: Chief Executive Officer
Agreed and Accepted:
X Securities Ltd.
By: ________________________
Name: ________________________
Title: ________________________
Exhibit A
Warrant Exercise Form
Date: ____________________
To:
_____________
Nur Macroprinters Ltd – Ltd.
By: ________________________
Name: David Amir
Title: Chief Executive Officer
Agreed and Accepted:
X Securities Ltd.
By: ________________________
Name: ________________________
Title: ________________________
Exhibit A
Warrant Exercise Form
Date: ____________________
To: Nur Macroprinters Ltd .
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd. all in accordance with
_____________
Nur Macroprinters Ltd – Exercise Form
Date: ____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd . all in accordance with section 1.1(b) of the Warrant. Payment to the Company of the total purchase price for such shares has been made simultaneously with the
_____________
dt 1317919
| |
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| 2004 |
Warrant
Warrant (49K)
Doc #365185: Click preview link for longer preview.
Form of Warrant Agreement, dated March 31, 2004
between the Registrant and the Placement Agent (Matthew Norton)
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE . . .
365185
|
NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $0.62 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
March
_____________
NUR MACROPRINTERS LTD – a price of $0.62 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
March 31, 2004
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at 12 Abba Hillel Silver Street, Lod, Israel (the "Company"), hereby grants to Matthew Norton (the "Holder"), the right to purchase, subject
_____________
NUR Macroprinters Ltd – consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above.
NUR Macroprinters Ltd .
By: ________________________
Name: David Amir
Title: Chief Executive Officer
Agreed and Accepted:
_____________________
Matthew Norton
Exhibit A
Warrant Exercise Form
Date: ____________________
To: Nur Macroprinters Ltd.
Re: Exercise of
_____________
Nur Macroprinters Ltd – date first written above.
NUR Macroprinters Ltd.
By: ________________________
Name: David Amir
Title: Chief Executive Officer
Agreed and Accepted:
_____________________
Matthew Norton
Exhibit A
Warrant Exercise Form
Date: ____________________
To: Nur Macroprinters Ltd .
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd. all in accordance with
_____________
Nur Macroprinters Ltd – Exercise Form
Date: ____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd . all in accordance with section 1.1(b) of the Warrant. Payment to the Company of the total purchase price for such shares has been made simultaneously with the
_____________
dt 1317920
| |
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| 2004 |
Warrant
Warrant (48K)
Doc #365186: Click preview link for longer preview.
Form of Warrant Agreement, dated March 31, 2004
between the Registrant and the Placement Agent (David Fuchs)
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE . . .
365186
|
NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $0.62 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
March
_____________
NUR MACROPRINTERS LTD – a price of $0.62 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
March 31, 2004
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at 12 Abba Hillel Silver Street, Lod, Israel (the "Company"), hereby grants to David Fuchs (the "Holder"), the right to purchase, subject
_____________
NUR Macroprinters Ltd – consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above.
NUR Macroprinters Ltd .
By: ________________________
Name: David Amir
Title: Chief Executive Officer
Agreed and Accepted:
_____________________
David Fuchs
Exhibit A
Warrant Exercise Form
Date: ____________________
To: Nur Macroprinters Ltd.
Re: Exercise of
_____________
Nur Macroprinters Ltd – date first written above.
NUR Macroprinters Ltd.
By: ________________________
Name: David Amir
Title: Chief Executive Officer
Agreed and Accepted:
_____________________
David Fuchs
Exhibit A
Warrant Exercise Form
Date: ____________________
To: Nur Macroprinters Ltd .
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd. all in accordance with
_____________
Nur Macroprinters Ltd – Exercise Form
Date: ____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd . all in accordance with section 1.1(b) of the Warrant. Payment to the Company of the total purchase price for such shares has been made simultaneously with the
_____________
dt 1317921
| |
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Full Doc
| 2004 |
Warrant
Warrant (20K)
Doc #365190: Click preview link for longer preview.
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the �SECURITIES�) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the �SECURITIES ACT�) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE . . .
365190
|
NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $0.52 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
No.
_____________
NUR MACROPRINTERS LTD – at a price of $0.52 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
No. W-
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at 12 Abba Hilel Silver Street, Lod, Israel (the Company), hereby grants to ________________ (the Holder), the right to purchase, subject to
_____________
NUR MACROPRINTERS LTD – of both the Holder and the Company.
-6-
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above.
NUR MACROPRINTERS LTD .
By: ____________________________________
/title
Agreed and Accepted:
__________________
By: ____________________________________
/title
-7-
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby
_____________
Nur Macroprinters Ltd – executed as of the date first written above.
NUR MACROPRINTERS LTD.
By: ____________________________________
/title
Agreed and Accepted:
__________________
By: ____________________________________
/title
-7-
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd .
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd. all in
_____________
Nur Macroprinters Ltd – Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd . all in accordance with section 1.1(b) of the Loan Undertaking Warrant . Payment to the Company of the total purchase price for such shares has been made simultaneously
_____________
dt 1317922
| |
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| 2004 |
Warrant
Warrant (43K)
Doc #365192: Click preview link for longer preview.
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the �SECURITIES�) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the �SECURITIES ACT�) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE . . .
365192
|
NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $0.52 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
No.
_____________
NUR MACROPRINTERS LTD – 52 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
No. W- 018
Date: October 15, 2003
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at 12 Abba Hilel Silver Street, Lod, Israel (the Company), hereby grants to X Securities Ltd. (the Holder), the right to purchase,
_____________
NUR MACROPRINTERS LTD – consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above.
NUR MACROPRINTERS LTD .
By: /S/ David Amir
/title
Agreed and Accepted:
______________________
By: ____________________________________
/title
-6-
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The
_____________
Nur Macroprinters Ltd – of the date first written above.
NUR MACROPRINTERS LTD.
By: /S/ David Amir
/title
Agreed and Accepted:
______________________
By: ____________________________________
/title
-6-
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd .
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd. all in
_____________
Nur Macroprinters Ltd – Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd . all in accordance with section 1.1(b) of the Loan Undertaking Warrant . Payment to the Company of the total purchase price for such shares has been made simultaneously
_____________
dt 1317924
| |
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Full Doc
| 2004 |
Warrant
Warrant (43K)
Doc #365193: Click preview link for longer preview.
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the �SECURITIES�) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the �SECURITIES ACT�) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE . . .
365193
|
NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $0.52 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
No.
_____________
NUR MACROPRINTERS LTD – 52 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
No. W- 019
Date: October 15, 2003
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at 12 Abba Hilel Silver Street, Lod, Israel (the Company), hereby grants to Matthew Norton (the Holder), the right to purchase, subject
_____________
NUR MACROPRINTERS LTD – consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above.
NUR MACROPRINTERS LTD .
By: /S/ David Amir
/title
Agreed and Accepted:
__________________
By: ____________________________________
/title
-6-
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The
_____________
Nur Macroprinters Ltd – of the date first written above.
NUR MACROPRINTERS LTD.
By: /S/ David Amir
/title
Agreed and Accepted:
__________________
By: ____________________________________
/title
-6-
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd .
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd. all in
_____________
Nur Macroprinters Ltd – Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd . all in accordance with section 1.1(b) of the Loan Undertaking Warrant . Payment to the Company of the total purchase price for such shares has been made simultaneously
_____________
dt 1317925
| |
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Full Doc
| 2004 |
Warrant
Warrant (43K)
Doc #365194: Click preview link for longer preview.
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the �SECURITIES�) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the �SECURITIES ACT�) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE . . .
365194
|
NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $0.52 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
No.
_____________
NUR MACROPRINTERS LTD – 52 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
No. W- 017
Date: October 15, 2003
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at 12 Abba Hilel Silver Street, Lod, Israel (the Company), hereby grants to David Fuchs (the Holder), the right to purchase, subject
_____________
NUR MACROPRINTERS LTD – consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above.
NUR MACROPRINTERS LTD .
By: /S/ David Amir
/title
Agreed and Accepted:
___________________
By: ______________________________________
/title
-6-
EXHIBIT A
WARRANT EXERCISE FORM
Date:______________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The
_____________
Nur Macroprinters Ltd – of the date first written above.
NUR MACROPRINTERS LTD.
By: /S/ David Amir
/title
Agreed and Accepted:
___________________
By: ______________________________________
/title
-6-
EXHIBIT A
WARRANT EXERCISE FORM
Date:______________________
To: Nur Macroprinters Ltd .
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd. all in
_____________
Nur Macroprinters Ltd – Date:______________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd . all in accordance with section 1.1(b) of the Loan Undertaking Warrant . Payment to the Company of the total purchase price for such shares has been made simultaneously
_____________
dt 1317926
| |
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| 2004 |
Warrant
Warrant (16K)
Doc #365195: Click preview link for longer preview.
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the �SECURITIES�) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the �SECURITIES ACT�) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE . . .
365195
|
NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $0.62 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
BANK
_____________
NUR MACROPRINTERS LTD – price of $0.62 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
BANK HAPOALIM B.M.
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at12 Abba Hilel Silver Street, Lod, Israel (the Company), hereby grants to Bank Hapoalim B.M. (the Holder), the right to purchase,
_____________
NUR MACROPRINTERS LTD – consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above.
NUR MACROPRINTERS LTD .
By: /S/ David Amir
David Amir, CEO
Date: August1, 2003
- 5 -
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: NUR Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby
_____________
NUR Macroprinters Ltd – executed as of the date first written above.
NUR MACROPRINTERS LTD.
By: /S/ David Amir
David Amir, CEO
Date: August1, 2003
- 5 -
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: NUR Macroprinters Ltd .
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of ___________________ Ordinary Shares of NUR Macroprinters Ltd. at $0.62 per
_____________
NUR Macroprinters Ltd – EXERCISE FORM
Date:____________________
To: NUR Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of ___________________ Ordinary Shares of NUR Macroprinters Ltd . at $0.62 per Ordinary Share. Payment to the Company of the total purchase price for such shares has been made simultaneously with the delivery of this exercise of
_____________
dt 1317927
| |
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| 2004 |
Warrant
Warrant (16K)
Doc #365197: Click preview link for longer preview.
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the �SECURITIES�) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the �SECURITIES ACT�) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE . . .
365197
|
NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $0.62 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
BANK
_____________
NUR MACROPRINTERS LTD – 0.62 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
BANK LEUMI LE-ISRAEL B.M.
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at12 Abba Hilel Silver Street, Lod, Israel (the Company), hereby grants to Bank Leumi le-Israel B.M. (the Holder), the right
_____________
NUR MACROPRINTERS LTD – consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above.
NUR MACROPRINTERS LTD .
By: /S/ David Amir
David Amir, CEO
Date: August1, 2003
- 5 -
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby
_____________
Nur Macroprinters Ltd – executed as of the date first written above.
NUR MACROPRINTERS LTD.
By: /S/ David Amir
David Amir, CEO
Date: August1, 2003
- 5 -
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd .
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd. at $0.62 per
_____________
Nur Macroprinters Ltd – EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd . at $0.62 per Ordinary Share. Payment to the Company of the total purchase price for such shares has been made simultaneously with the delivery of this exercise of
_____________
dt 1317929
| |
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Full Doc
| 2004 |
Warrant
Warrant (16K)
Doc #365199: Click preview link for longer preview.
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the �SECURITIES�) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the �SECURITIES ACT�) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE . . .
365199
|
NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $0.72 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
ISRAEL
_____________
NUR MACROPRINTERS LTD – a price of $0.72 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
ISRAEL DISCOUNT BANK
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at12 Abba Hilel Silver Street, Lod, Israel (the Company), hereby grants to Israel Discount Bank (the Holder), the right to purchase, subject
_____________
NUR MACROPRINTERS LTD – consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above.
NUR MACROPRINTERS LTD .
By: /S/ David Amir
David Amir, CEO
Date: June 27, 2003
- 5 -
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: NUR Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned
_____________
NUR Macroprinters Ltd – as of the date first written above.
NUR MACROPRINTERS LTD.
By: /S/ David Amir
David Amir, CEO
Date: June 27, 2003
- 5 -
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: NUR Macroprinters Ltd .
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of ___________________ Ordinary Shares of NUR Macroprinters Ltd. at $0.72 per
_____________
NUR Macroprinters Ltd – EXERCISE FORM
Date:____________________
To: NUR Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of ___________________ Ordinary Shares of NUR Macroprinters Ltd . at $0.72 per Ordinary Share. Payment to the Company of the total purchase price for such shares has been made simultaneously with the delivery of this exercise of
_____________
dt 1317931
| |
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Full Doc
| 2004 |
Warrant
Warrant (16K)
Doc #365201: Click preview link for longer preview.
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the �SECURITIES�) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the �SECURITIES ACT�) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE . . .
365201
|
NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $0.62 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
ISRAEL
_____________
NUR MACROPRINTERS LTD – a price of $0.62 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
ISRAEL DISCOUNT BANK
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at12 Abba Hilel Silver Street, Lod, Israel (the Company), hereby grants to Israel Discount Bank (the Holder), the right to purchase, subject
_____________
NUR MACROPRINTERS LTD – consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above.
NUR MACROPRINTERS LTD .
By: /S/ David Amir
David Amir, CEO
Date: August1, 2003
- 5 -
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: NUR Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby
_____________
NUR Macroprinters Ltd – executed as of the date first written above.
NUR MACROPRINTERS LTD.
By: /S/ David Amir
David Amir, CEO
Date: August1, 2003
- 5 -
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: NUR Macroprinters Ltd .
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of ___________________ Ordinary Shares of NUR Macroprinters Ltd. at $0.62 per
_____________
NUR Macroprinters Ltd – EXERCISE FORM
Date:____________________
To: NUR Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant to the extent of ___________________ Ordinary Shares of NUR Macroprinters Ltd . at $0.62 per Ordinary Share. Payment to the Company of the total purchase price for such shares has been made simultaneously with the delivery of this exercise of
_____________
dt 1317933
| |
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Full Doc
| 2003 |
Warrant
Warrant (17K)
Doc #365215: Click preview link for longer preview.
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the �SECURITIES�) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the �SECURITIES ACT�) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE . . .
365215
|
NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $0.34 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
BANK
_____________
NUR MACROPRINTERS LTD – 34 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
BANK HAPOALIM B.M.
No. W-1
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at12 Abba Hilel Silver Street, Lod, Israel (the Company), hereby grants to Bank Hapoalim B.M. (the Holder), the right to purchase,
_____________
NUR MACROPRINTERS LTD – consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above.
NUR MACROPRINTERS LTD .
By: _____________________________
Hilel Kremer, CFO
Date: March 11, 2003
6
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably
_____________
Nur Macroprinters Ltd – be executed as of the date first written above.
NUR MACROPRINTERS LTD.
By: _____________________________
Hilel Kremer, CFO
Date: March 11, 2003
6
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd .
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd. at $0.
_____________
Nur Macroprinters Ltd – Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd . at $0.34 per Ordinary Share. Payment to the Company of the total purchase price for such shares has been made simultaneously with the delivery of this exercise of
_____________
dt 1317938
| |
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Full Doc
| 2003 |
Warrant
Warrant (17K)
Doc #365217: Click preview link for longer preview.
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the �SECURITIES�) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (the �SECURITIES ACT�) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE . . .
365217
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NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $0.34 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
BANK
_____________
NUR MACROPRINTERS LTD – share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
BANK LEUMI LE-ISRAEL B.M.
No. W-1
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at12 Abba Hilel Silver Street, Lod, Israel (the Company), hereby grants to Bank Leumi le-Israel B.M. (the Holder), the right
_____________
NUR MACROPRINTERS LTD – consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant to be executed as of the date first written above.
NUR MACROPRINTERS LTD .
By: ____________________________________
Hilel Kremer, CFO
Date: March 11, 2003
6
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably
_____________
Nur Macroprinters Ltd – be executed as of the date first written above.
NUR MACROPRINTERS LTD.
By: ____________________________________
Hilel Kremer, CFO
Date: March 11, 2003
6
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd .
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd. at $0.
_____________
Nur Macroprinters Ltd – Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant No. ___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters Ltd . at $0.34 per Ordinary Share. Payment to the Company of the total purchase price for such shares has been made simultaneously with the delivery of this exercise of
_____________
dt 1317940
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Warrant
Warrant (18K)
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WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the
"SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, (the "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR FOREIGN
SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE
ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH . . .
365226
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NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS
UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $4.50 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
The
_____________
NUR MACROPRINTERS LTD – VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
The Investment Corp. of United Mizrahi Bank Ltd.
No. W-
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at 12 Abba
Hilel Silver Street, Lod, Israel (the "Company"), hereby grants to The
Investment Corp. of United Mizrahi Bank Ltd. (the "
_____________
NUR MACROPRINTERS LTD – consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant
to be executed as of the date first written above.
NUR MACROPRINTERS LTD .
By: ____________________________________
/title
Agreed and Accepted:
The Investment Corp. of United Mizrahi Bank Ltd.
By: _____________________________________
/title
194457/2
{PAGE}
-7-
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To:
_____________
Nur Macroprinters Ltd – LTD.
By: ____________________________________
/title
Agreed and Accepted:
The Investment Corp. of United Mizrahi Bank Ltd.
By: _____________________________________
/title
194457/2
{PAGE}
-7-
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd .
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant No.
___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters
Ltd. at $4.
_____________
Nur Macroprinters
Ltd – Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
The undersigned hereby irrevocably elects to exercise the attached Warrant No.
___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters
Ltd . at $4.50 per Ordinary Share. Payment to the Company of the total purchase
price for such shares has been made simultaneously with the delivery of this
exercise of
_____________
dt 1317942
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Full Doc
| 2002 |
Warrant
Warrant (18K)
Doc #365228: Click preview link for longer preview.
WARRANT
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT (the
"SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, (the "SECURITIES ACT") OR QUALIFIED UNDER ANY STATE OR FOREIGN
SECURITIES LAW, AND THE WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE
ORDINARY SHARES ISSUABLE UPON EXERCISE MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH . . .
365228
|
NUR Macroprinter
As referenced in this Warrant:
NUR MACROPRINTERS LTD – TRANSFER, PLEDGE,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS
UNDER APPLICABLE LAW.
to purchase
Ordinary Shares
of
NUR MACROPRINTERS LTD .
at a price of $5.00 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
BANK
_____________
NUR MACROPRINTERS LTD – 00 per share
VOID AFTER 17:00 p.m. (prevailing Tel Aviv time)
On the Expiration Date (as hereinafter defined)
in favor of
BANK HAPOALIM B.M.
No. W-1
NUR MACROPRINTERS LTD ., an Israeli company with its principal offices at12 Abba
Hilel Silver Street, Lod, Israel (the "Company"), hereby grants to Bank Hapoalim
B.M. (the "Holder"), the right to purchase,
_____________
NUR MACROPRINTERS LTD – consent of both the Holder and the Company.
IN WITNESS WHEREOF, the Company has caused this Ordinary Share Purchase Warrant
to be executed as of the date first written above.
NUR MACROPRINTERS LTD .
By: ____________________________________
Hilel Kremer, VP & Finance & CFO
Date: 12.02.2002
194457/2
{PAGE}
-7-
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of
_____________
Nur Macroprinters Ltd – date first written above.
NUR MACROPRINTERS LTD.
By: ____________________________________
Hilel Kremer, VP & Finance & CFO
Date: 12.02.2002
194457/2
{PAGE}
-7-
EXHIBIT A
WARRANT EXERCISE FORM
Date:____________________
To: Nur Macroprinters Ltd .
Re: Exercise of Warrant
-------------------
The undersigned hereby irrevocably elects to exercise the attached Warrant No.
___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters
Ltd. at $5.
_____________
Nur Macroprinters
Ltd – Date:____________________
To: Nur Macroprinters Ltd.
Re: Exercise of Warrant
-------------------
The undersigned hereby irrevocably elects to exercise the attached Warrant No.
___ to the extent of ___________________ Ordinary Shares of Nur Macroprinters
Ltd . at $5.00 per Ordinary Share. Payment to the Company of the total purchase
price for such shares has been made simultaneously with the delivery of this
exercise of
_____________
dt 1317944
| |
| Full Doc
| 2002 |
Warrant
Warrant (18K)
Doc #365230: This document is immediately available for purchase, but does not have a preview available for viewing.
365230
| | |
| Full Doc
| 2004 |
Warrant to Purchase Ordinary Shares
Warrant to Purchase Ordinary Shares (35K)
Doc #365181: This document is immediately available for purchase, but does not have a preview available for viewing.
NUR Macroprinters Ltd
F-3
Exhibit 4.7
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE . . .
365181
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